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Exhibit 10.1
 OSI PHARMACEUTICALS, INC.
1999 INCENTIVE AND NON-QUALIFIED
STOCK OPTION PLAN
(Incorporating Amendments No. 1 and 2,
adopted July 19, 2001 and September 19, 2006, respectively)
 1.
    
    Purpose
   2.
    
    Administration of the Plan




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3.
    
    Shares of Stock Subject to the Plan
  4.
    
    Eligibility
  5.
    
    Granting of options
  6.
    
    Options




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(b) Medium and Time of Payment
 (c) Waiting Period
 (d) Rights as a Stockholder.
 (e) Non-Assignability of Options
 3




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(f) Effect of Termination of Employment
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(g) Leave of Absence
 (h) Recapitalization
 (i) Sale or Reorganization
 (j) General Restrictions
 5




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(k) Fair Market Value.
 7.
    
    Termination and Amendment of the Plan
  6




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8.
    
    Restriction on Sale of Shares
   9.
    
    Effective Date of the Plan
  10.
    
    Compliance with Rule 16b-3
  11.
    
    Automatic Grant of Options to Non-Employee Directors
  7




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(i)
    
    The options may be exercised with respect to a
maximum of one-half of the option shares during the twelve-month period
beginning after the date of grant.(ii)
    
    The options may be exercised with respect to
all of the option shares upon the Eligible Directors reelection to the
Board of Directors for a second consecutive term.(iii)
    
    The options will expire and will no longer be
exercisable as of the tenth anniversary of the date of grant, subject
to sooner expiration upon the occurrence of certain events as provided
elsewhere in this Plan.
  (i)
    
    20,000 on the date of the
Eligible Directors reelection to a third one-year
term;(ii)
    
    20,000 on the date of the
Eligible Directors reelection to a fourth one-year
term;(iii)
    
    15,000 on the date of the
Eligible Directors reelection to a fifth one-year
term;(iv)
    
    15,000 on the date of the
Eligible Directors reelection to a sixth one-year
term;
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(v)
    
    10,000 on the date of the
Eligible Directors reelection to a seventh one-year
term;(vi)
    
    10,000 on the later of the date
of the annual meeting of stockholders in 2000, or the
date of the Eligible Directors reelection to an eighth
one-year term; and(vii)
    
    10,000 on the later of the
date of the annual meeting of stockholders in 2001, or
the date of the Eligible Directors reelection to a
ninth one-year term.
  (i)
    
    The options shall not be
exercisable during the twelve-month period beginning
after the date of grant.(ii)
    
    The options may be exercised
with respect to one-third of the option shares after
the expiration of twelve months from the date of grant.(iii)
    
    The remaining two-thirds of
the options shall vest and become exercisable ratably
on a monthly basis over the two-year period commencing
one year from the date of grant and ending three years
from the date of grant.(iv)
    
    The options will expire and
will no longer be exercisable as of the tenth
anniversary of the date of grant, subject to sooner
expiration upon the occurrence of certain events as
provided elsewhere in this Plan.
  12.
    
    Options granted to employees and directors of any subsidiary in the UK
   9




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Election
 Independent Transfer Agent
 Optionholder
 Secondary NIC
 SSCBA
 UK Option
 UK Subsidiary
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