EXHIBIT 10.2
 CONFIDENTIAL
MATERIALS OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND
EXCHANGECOMMISSION. ASTERISKS DENOTE OMISSIONS.  MANUFACTURING AND SUPPLY AGREEMENT
      Exhibit A
   
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    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 B Exhibit C
 
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Exhibit D
     
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Forecasting Product Requirements
 Long-Term Forecast for Required Product
 Detailed Product Forecast for Required Product
 Detailed Product Forecast Variances
   
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Ordering; Ability to Supply
 
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Delivery
 Delivery of 380 by OSI to Manufacturer
 
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Delivery of Product to Distribution Agent by Manufacturer
   
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provided however
 Delivery of Product to OSI by Distribution Agent
  
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provided however
  Purchase of Product by the Distribution Agent from the Manufacturer
 
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Purchase of Product by OSI from the Distribution Agent
   
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Registration of Starting Materials
 Inspection of Starting Material Shipments
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Inspection of Shipments and Facilities
 Inspection by the Distribution Agent
  Inspection of Product by OSI or Designated Contractor
  
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Confidentiality
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Quality of Product; Regulatory Matters; Auditing Rights; Recordkeeping;
Representations and Warranties
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Exhibit D Exhibit E
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Indemnification and Limitations on Liability
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provided that
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provided further that
     
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Costs and Expenses of Recall
   
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Term and Termination
       
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Notices
  
  
  
 
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gconte@charkit.com
 Dispute Resolution
    Technology Transfer
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Miscellaneous
 Force Majeure
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Assurances
 Governing Law
 Severability
 No Assignment
 Third Party Beneficiaries provided however
 Relationship of the Parties
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Waiver
 Survival
 Entire Agreement.
 Exhibits
 Binding Agreement
 Headings
 Counterparts
 Proprietary Rights
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OSI PHARMACEUTICALS, INC.By:
    /s/ Robert L. SimonName:
    Robert L. SimonTitle:
    VP RA&CMCSUMITOMO CHEMICAL CO., LTD.By:
    /s/ Makoto NakamuraName:
    Makoto NakamuraTitle:
    General ManagerCHARKIT CHEMICAL CORPORATIONBy:
    /s/ Bryant HinnantName:
    Bryant HinnantTitle:
    VP, Operations




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Exhibit A
 Letter Agreement
 OSI Pharmaceuticals Letterhead
  
 Letter Agreement
   1.
    
    To proceed with the manufacture of the ** batches of the validation campaign after completion
of the first batch, provided that the material obtained from the first batch met all
specifications and that Sumika Fine met the delivery time mutually agreed upon between the two
companies at the start of the campaign.2.
    
    Subject to the satisfactory completion of the validation campaign as determined by OSI, OSI
would treat Sumika Fine as a significant supplier of the Product, whereby Sumika Fine would
supply a minimum of ** of OSIs total commercial requirement of the Product until the seventh
anniversary of the approval date of TarcevaTM (OSI-774) by the United States Food
and Drug Administration. Such treatment would depend upon Sumika Fine maintaining a reasonable
level of competitiveness which shall be determined with respect to the price of the Product as
shown in Appendix 2 and the cost savings to OSI if it could purchase the Product from another
supplier within Europe, the United States of America, Canada or Japan excluding partners of
OSI and their affiliates in the development and commercialization of the Product (a
Supplier) during such period. However, OSI accepts that the prices of the Product as set
forth in Appendix 2 are currently greater than the prices of the Product that OSI would pay if
it obtained the
 OSI Pharmaceuticals, Inc. 2860 Wilderness Place, Boulder, Colorado 80301 303.444.5893 facsimile 303.444.0672  Headquarters: 58 South Service Road, Suite 110, Melville, New York 11747 631.962.2000 facsimile 631.752.3880
 
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    This portion has been redacted pursuant to a
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Product from another Supplier. Therefore, in assessing the price competitiveness of Sumika
Fine, OSI would agree to accept Sumika Fine as competitive if the percentage increase in the
price of the Product if supplied by Sumika Fine, when compared to that of another Supplier,
is within the limits set forth in Appendix 3.3.
    
    Subject to Paragraph 2, OSI would use its reasonable effort to enter into a formal Supply
Agreement for the Product with Sumika Fine that would be effective no later than six (6)
months from the satisfactory completion of the validation campaign. Such Supply Agreement
would be subject to OSIs Contract Operations Manual (COM) with respect to the Product and may
provide, at OSIs election, for the provision of supplies by Sumika Fine beyond the seven-year
period set forth in Paragraph 2.4.
    
    In the event that OSI makes any transfer, assignment or sale of its assets or business
relating to the Product to any other company by merger, consolidation, share transfer, asset
or business assignment or other corporate restructure, OSI shall require, as a condition to
consummating such transfer, assignment or restructure, that the assignee expressly assume all
rights and obligations under this Letter Agreement and the definitive Supply Agreement,
without any modification, alteration or amendment.5.
    
    As used herein in Paragraph 2 affiliates of OSIs partners shall mean any corporation or
other legal entity owning 50% or more of the voting capital shares or similar voting
securities of any such partner; any corporation or other legal entity 50% or more of the
voting capital shares or similar voting rights of which is owned by any such partner; or any
corporation or other legal entity 50% or more of the voting capital shares or similar voting
rights of which is owned by a corporation or other legal entity which owns 50% or more of the
voting capital shares or similar voting securities of any such partner. Notwithstanding the
foregoing, an affiliate shall not be a corporation or other legal entity which is not actually
controlled by any such partner.
 TM TM
 Regards,
Yours sincerely,/s/ Robert SimonV.P. Global Regulatory Affairs and CMCOSI Pharmaceuticals, Inc.




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/s/ N. Masai, Ph.D.Director & General ManagerInternational Business Division




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Appendix l
  1.
    
    Production costs**We would like to conduct ** campaign because it will be more suitable and efficient for the
production. However we will be able to conduct either of the ** cases upon OSIs requests.2.
    
    Cost for a proposed critical parameter study & analytical work**3.
    
    Conditions:
 1)
    
    Upon successful production of the 1st batch of ** Batches process validation
and subsequent approval by OSI of the first batch, OSI will immediately place an
additional order for the ** batches from the campaign production of ** batch process
validation.2)
    
    Two key intermediates ** shall be delivered to Sumika Fine Chemicals for free
of charge on a timely base.3)
    
    All the prices are to OSI with the conditions of ** EU or US Main Port Duty
unpaid. All prices include Acetos commission.4)
    
    The scope of the critical parameter study & analytical work (the study & the
work) will be determined by OSI after discussions between OSI and Sumika Fine in
order to fulfill the regulatory requirements from the FDA. Thus, OSI will pay the fee
of ** per month per person only for the study & the work elected by OSI to proceed
with Sumika Fine.
 
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Appendix 2
  1.
    
    Prices**2.
    
    Conditions
 1)
    
    ** shall be supplied by OSI or OSIs appointed supplier with the price of **
in any case. Thus, all the prices indicated include the cost of ** at ** per Kg.2)
    
    ** shall be prepared by SFC and its cost is included in the prices.3)
    
    The production shall be conducted continuously ** batches and shall be
purchased by OSI immediately after its completion in any case except **.4)
    
    All the prices are to OSI with the conditions of ** Main Port in USA or EU,
Duty Unpaid. All prices include Acetos commission.
 
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Appendix 3
  MaximumAnnual Volume
    
    % higher all-inclusive price***
    
    **
 
 *
    
    Compared to other Suppliers (providers within Europe, the United States of America, Canada
and Japan and excluding companies partnered with OSI and their affiliates for the development
and commercialization of Product). 
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Exhibit B   Product Specification
 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)
    
    Supercedes:
    
    774RSRM77401.3-4-quinazolinamine monohydrochloride]
    
    
    
    (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
 
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    This portion has been redacted pursuant to a
confidential treatment request. B-1




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Exhibit C   470 Purchase Specification
 Document Type:
    
    Document No.: 774PSRM**.01Sumitomo Purchase Specification
    
    Effective Date: 6 SEP 2004Material Description:
    
    Page: 1 of 1**Supercedes:
    
    None
 Parameter
    
    Requirement
    
    Procedure**
    
    **
    
    **
 Prepared by:
    
    
    
    Date:/s/ V. Marmon
    
    
    
    
    
    23-Aug-2004Chemical Operations Approval:
    
    
    
    Date:/s/ J. P. Madeley
    
    
    
    
    
    23 Aug 04QA Approval
    
    
    
    Date:/s/ P. Mayne
    
    
    
    
    
    24 Aug 04
 
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    This portion has been redacted pursuant to a
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Exhibit D
 380 Specification
 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
 
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    This portion has been redacted pursuant to a
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Exhibit E
 470 Specification
 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
 
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    This portion has been redacted pursuant to a
confidential treatment request. E-1