CONFIDENTIAL
MATERIALS OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND
EXCHANGECOMMISSION. ASTERISKS DENOTE OMISSIONS
 MANUFACTURING AND SUPPLY AGREEMENT
   ®
      
 **
    
    This portion has been redacted pursuant to a
confidential treatment request.




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Scope of Agreement
  **
     Manufacturing; Product and Starting Material Specifications
 Exhibit A Exhibit B
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 2




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Exhibit C
 Exhibit D
 Exhibit D
   3




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**
 Forecasting Product Requirements
 Long-Term Forecast for Required Product
 Detailed Product Forecast for Required Product
 Detailed Product Forecast Variances
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 4




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**
   Ability to Supply
    
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 5




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Ordering and Delivery of Product
 OSI Purchase Orders
  Distribution Agent Purchase Orders
 6




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Manufacturer Delivery
   provided however
  
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 7




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Pricing; Payment; Inventory
 Delivery of 380 and/or 470 by OSI to Manufacturer
  Purchase of Product by the Distribution Agent from the Manufacturer
 8




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Exhibit D
  Purchase of Product by OSI from the Distribution Agent
  
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 9




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Inventory
  Inspection of Starting Material Shipments.
      10




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Inspection of Shipments and Facilities
    11




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Confidentiality
      12




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Quality of Starting Materials and Product; Regulatory Matters; Auditing Rights;
Recordkeeping; Representations and Warranties
   13




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14




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15




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16




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Indemnification and Limitations on Liability
  17




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18




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19




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Recall
  
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 20




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Term and Termination
     
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 21




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**
    
    This portion has been redacted pursuant to a
confidential treatment request. 22




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Notices
  
  
  
 23




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Dispute Resolution
     Technology Transfer
  24




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25




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Miscellaneous
 Force Majeure
 Assurances
 Governing Law
 Severability
 26




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No Assignment
 Third Party Beneficiaries
 Relationship of the Parties
 Waiver
 Survival
 27




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Entire Agreement.
 Exhibits
 Binding Agreement
 Headings
 Counterparts
 Proprietary Rights
  28




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OSI PHARMACEUTICALS, INC.By:
    /s/ Robert L. SimonName:
    Robert SimonTitle:
    Executive Vice President,
Pharmaceutical Development and Technical Operations  DIPHARMA FRANCIS S.r.l.By:
    /s/ Graziano CastaldiName:
    Graziano CastaldiTitle:
    Director, Marketing  & Sales  DAVOS CHEMICAL CORPORATIONBy:
    /s/ Anthony DelPreteName:
    Anthony DelPreteTitle:
    Executive VP




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Exhibit A
 Product Specifications
 Document Type:
    
    Document No.: 774RSRM77401.04Specification
    
    Effective Date: 12 JAN 2004Material Description:
    
    Page: 1 of 1Erlotinib Hydrochloride (formerly OSI-774-01)
[N-(3-Ethynylphenyl)-6,7-bis(2-methoxyethoxy)-4-quinazolinamine 
monohydrochloride]
    
    Supercedes: 774RSRM77401.3
                 
    (24 Nov 03)
 Parameter
    
    Requirement
    
    Procedure**
    
    **
    
    **
 Prepared by:
    
    
    
    Date:/s/ John Ferrantello
    
    
    
    
    
    12-Jan-2004Manufacturing Approval:
    
    
    
    Date:/s/ C. Quarterman
    
    
    
    
    
    12-Jan-04QA Approval
    
    
    
    Date:/s/ P. Mayne
    
    
    
    
    
    12 Jan 2004Regulatory Approval:
    
    
    
    Date:/s/ DS Wariabharaj
    
    
    
    
    
    12-Jan-2004
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request.




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Exhibit B
 470 Purchase Specifications
 Document Type:
    
    Document No.: 774RSRM**.02Specification
    
    Effective Date: 22 APR 2003Material Description:
    
    Page: 1 of 1**Supercedes: 774RSRM**.01
 Parameter
    
    Requirement
    
    Procedure**
    
    **
    
    **
 Prepared by:
    
    
    
    Date:/s/ John Ferantello
    
    
    
    
    
    08-Apr-2003Manufacturing Approval:
    
    
    
    Date:/s/ C. Quarterman
    
    
    
    
    
    08-Apr-03QA Approval
    
    
    
    Date:/s/ P. Mayne
    
    
    
    
    
    22 Apr-03Regulatory Approval:
    
    
    
    Date:/s/ C. Boisclair
    
    
    
    
    
    10-April 2003
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request.




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Exhibit C
 380 Purchase Specifications
   1
 Parameter
    
    Requirement
    
    Procedure**
    
    **
    
    **
 
 1
    
    Supersedes Quality Specification 774RSRM**.02 issued on
22 April 2003 
 **
    
    This portion has been redacted pursuant to a confidential
treatment request.




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Exhibit D
 Pricing
 (1)
    
    Base Rate: ** USD/Euro(2)
    
    Unit Base Pricing for Erlotinib Hydrochloride, ** and **
 Annual Purchases
    
    Pricing on EX Works Basis**
    
    **
   
 **
    
    This portion has been redacted pursuant to a
confidential treatment request.




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Appendix A
 Distribution Agent Affiliates