<PAGE>

                                                                    EXHIBIT 10.2

      Portions of this Exhibit have been redacted and are the subject of a
confidential treatment request filed with the Secretary of the Securities and
Exchange Commission.

<PAGE>

                       MANUFACTURING AND SUPPLY AGREEMENT

      THIS MANUFACTURING AND SUPPLY AGREEMENT ("Agreement") is made effective as
of June 4, 2004 ("Effective Date"), by and between OSI Pharmaceuticals, Inc., a
Delaware corporation, having its executive offices at 58 South Service Road,
Melville, NY 11747, together with its Affiliates as permitted in the
Collaboration Agreement ("OSI"), and Genentech, Inc., a Delaware corporation,
having its principal place of business at One DNA Way, South San Francisco,
California 94080, together with its Affiliates as permitted in the Collaboration
Agreement ("Genentech"). OSI and Genentech are sometimes referred to herein
individually as a "Party" and collectively as the "Parties."

                                   BACKGROUND

      WHEREAS, OSI and Genentech entered into a Development and Marketing
Collaboration Agreement on January 8, 2001, as amended on June 4, 2004 (the
"Collaboration Agreement"), pursuant to which, among other things, the Parties
agreed to enter into a Manufacturing and Supply Agreement;

      WHEREAS, OSI and Genentech wish to set the terms and conditions in this
Agreement under which OSI shall provide Clinical Supplies and Commercial
Supplies of Licensed Product for the completion of preclinical work, clinical
trials and, upon approval by the FDA, sale of Licensed Products in the
Territory;

      NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

                                   ARTICLE 1.
                                   DEFINITIONS

The following terms, whether used in the singular or plural, shall have the
meanings assigned to them below for purposes of this Agreement. Other
capitalized terms that are used in this Agreement and not defined in this
Section are defined in the Collaboration Agreement.

      1.1   "API" means the bulk form of the Licensed Product that has been
            manufactured by OSI or an Acceptable Contract Manufacturer pursuant
            to this Agreement, and that has been manufactured in compliance with
            cGMP and conforms to the API Specifications.

      1.2   "API Specifications" means specifications developed for API,
            including, without limitation, testing methods and acceptance
            criteria, as approved by the FDA.

      1.3   "Acceptable Contract Manufacturer" shall mean the third party
            manufacturers approved in accordance with the provisions of Section
            4.1.

<PAGE>

      1.4   "Assumption Notice" shall have the meaning set forth in Section
            6.2.4 below.

      1.5   "Batch" means the quantity of API or Finished Product produced from
            a single run.

      1.6   "Certificate of Compliance" means, as further specified in the
            Quality Agreement, a document prepared by OSI for each shipment that
            contains the following minimum information: (a) manufacturing date,
            and OSI Lot number, (b) expiration date, and (c) certification that
            such Finished Product was manufactured in accordance with cGMP, the
            API Specifications and the Finished Product Specifications. The
            Parties shall from time to time agree upon a format for the
            Certificate of Compliance to be used under this Agreement.

      1.7   "Clinical Requirements" means the quantities of Finished Product and
            Placebo needed for the conduct of pre-clinical and/or clinical
            studies (including any post-marketing clinical studies, regardless
            of how they are accounted for in Exhibit B to the Collaboration
            Agreement) of the Licensed Product in the Territory.

      1.8   "Collaboration Agreement" shall have the meaning set forth in the
            preamble to this Agreement.

      1.9   "Commercial Requirements" means the quantities of Finished Product
            needed for the promotion and sale of Licensed Product in the
            Territory.

      1.10  "Commercially Reasonable Efforts" means prompt efforts and resources
            consistent with prudent business judgment.

      1.11  "Effective Date" means the date set forth in the first paragraph of
            this Agreement and shall be the effective date of this Agreement.

      1.12  "Facility" means any facility approved by the Joint Project Team at
            which API or Finished Product is manufactured, packaged, labeled,
            stored or shipped.

      1.13  "Finished Product" means packaged, labeled final dosage units of the
            Licensed Product that has been manufactured in compliance with cGMP
            and conforms to the Finished Product Specifications.

      1.14  "Finished Product Specifications" means specifications for Finished
            Product, including, without limitation, testing methods, packaging,
            labeling, dosage and acceptance criteria, as approved by the FDA.

      1.15  "Lot Number" means OSI's unique identifying number for each Batch of
            Finished Product or Placebo.

      1.16  "Manufacturing Documentation" means all documents and records
            describing or otherwise related to the Manufacturing Process or any
            part of the Manufacturing Process, including, without limitation,
            documents and records consisting of or containing piping and
            instrumentation diagrams, software logic and descriptions, batch
            records, standard operating procedures, including, without
            limitation, standard

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<PAGE>

            operating procedures for in-process quality control testing,
            facility layout schematics, equipment and instrumentation
            specifications and process trend and variability data.

      1.17  "Manufacturing Process" means the production process for the
            manufacture of API and/or Finished Product, as such process may be
            changed from time to time.

      1.18  "Market Launch" means for purposes of forecasting, that period of
            time that begins on the Effective Date and ends the date that is
            ** following the date Commercial Supplies are first shipped to
            wholesalers.

      1.19  "Outbound Costs" means any outbound costs associated with the
            delivery of Finished Product or Placebo, including without
            limitation freight, duty, insurance and, if required, warehousing.

      1.20  "Placebo" means an inactive formulation simulating the Finished
            Product, for use in clinical and/or pre-clinical studies.

      1.21  "Quality Agreement" means, as applied to Clinical Supplies, the
            December 4, 2002 Good Manufacturing Practices (GMP) Quality
            Agreement between the Parties and, upon execution of the Quality
            Agreement currently being negotiated between the Parties relating to
            specific details of the manufacture of Clinical and Commercial
            Supplies, the latter Quality Agreement only.

      1.22  "Recall" means a recall, market withdrawal or correction relating to
            Finished Product.

      1.23  "Remedial Plan" shall have the meaning set forth in Section 6.2.1.

      1.24  "Rolling Monthly Forecast" means a rolling twelve (12) month
            forecast specifying Genentech's Commercial and Clinical
            Requirements, broken down by quantity of each dosage strength,
            starting with the calendar month following the due date of such
            forecast.

      1.25  "Supply Chain Group" shall have the meaning set forth in Section
            3.1.

      1.26  "Three Year Forecast" means a three (3) year annual non-binding
            forecast of Genentech's Clinical Requirements and Commercial
            Requirements, broken down by quantity of each dosage strength,
            starting with the calendar year following the due date of such
            forecast broken down by month, and the second calendar year
            following the due date broken down by quarter.

      1.27  "Triggering Events" shall have the meaning set forth in Section 6.1.

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      1.28  "Tripartite Agreement" shall have the meaning set forth in Recital 6
            of the Collaboration Agreement.

                                   ARTICLE 2.
                     SUPPLY OF FINISHED PRODUCT AND PLACEBO

      2.1   Subject to OSI's and Genentech's compliance with the terms and
      conditions set forth in this Agreement, the Collaboration Agreement and
      the Quality Agreement, OSI shall supply to Genentech, during the Term and
      in the Territory, and Genentech agrees to purchase from OSI, all of
      Genentech's Clinical Requirements and Commercial Requirements in the
      Territory, except as set forth in Article 6. Finished Product shall be
      supplied in varying dosage strengths and presentations, including **
      tablets, unless otherwise agreed by the Parties. The foregoing obligation
      to supply shall include, but not be limited to, the manufacture of API,
      the manufacture of tablets from such API, the manufacture of Placebo, and
      the labeling, packaging and shipping of Finished Product and Placebo.

                                   ARTICLE 3.
                             SUPPLY CHAIN MANAGEMENT

      3.1   Formation of the Supply Chain Group. Within thirty (30) days of the
            Effective Date, the Parties will establish a Supply Chain Group (the
            "SCG") to oversee and manage the supply of Finished Product and the
            other activities set forth in this Agreement. Each of OSI and
            Genentech shall appoint up to five (5) representatives to the SCG.
            Such representatives will include individuals with expertise and
            responsibilities in the areas of manufacturing, supply chain
            management, quality control, quality assurance and regulatory
            affairs. Either Party may replace any or all of its representatives
            at any time upon prior written notice to the other Party.

      3.2   Responsibilities of the Supply Chain Group. The SCG shall perform
            the following functions:

            3.2.1 determine minimum safety stocks of Finished Product and
                  minimum inventory levels to be maintained by each of OSI and
                  Genentech;

            3.2.2 review and discuss OSI's internal strategy for inventory
                  management and for the supply process, relating to the supply
                  of Finished Product to Genentech, in the manner contemplated
                  by this Agreement;

            3.2.3 review and discuss Genentech's forecasts and the delivery
                  schedules for Finished Product; and

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                                       4
<PAGE>

            3.2.4 performing such other tasks and undertaking such other
                  responsibilities, to the extent related to or within the SCG's
                  purview, as may be specifically delegated to the SCG by the
                  Joint Project Team.

      3.3   Chairperson of the SCG. The SCG shall be chaired by an OSI member of
            the SCG, as selected by OSI. The responsibilities of the SCG
            Chairperson shall be determined by the SCG but shall in any event
            include the following: (i) setting meeting agendas; (ii) calling
            emergency meetings of the SCG upon the request of either Party;
            (iii) coordinating presentation of disputes between members of the
            SCG to the Joint Project Team pursuant to Section 3.4 herein; and
            (iv) recording, preparing and, within a reasonable time, issuing
            minutes of the SCG meetings, which meeting minutes shall be
            submitted for approval by the members of the SCG. The SCG
            Chairperson's additional responsibilities and authority shall be
            limited to administrative matters and such SCG Chairperson shall not
            have the right or authority to make decisions for the SCG itself.

      3.4   Meetings and Decisions of the Supply Chain Group. The SCG will meet
            monthly or more frequently as agreed by the SCG. The SCG will keep
            the Joint Project Team updated on a regular basis as to the
            activities being conducted under the SCG's purview. All decisions of
            the SCG shall be in accordance with the terms of this Agreement, the
            Collaboration Agreement and the Quality Agreement, and shall be made
            on a consensus basis, with the representatives of each party
            collectively having one vote. If the SCG is unable to resolve a
            dispute regarding any issue, the SCG shall present such issue to the
            Joint Project Team for resolution.

                                   ARTICLE 4.
                        ACCEPTABLE CONTRACT MANUFACTURERS

      4.1   Selection and Management of Acceptable Contract Manufacturers. OSI
            shall be responsible for submitting to the Joint Project Team names
            of third party manufacturers for the potential performance of some
            or all of its obligations set forth in Article 2. With such names,
            OSI shall also provide information about such third party
            manufacturers sufficient to enable the Joint Project Team to
            effectively discuss and evaluate the manufacturer. Genentech may,
            but is not required, to also submit the names of, and sufficient
            information regarding, third party manufacturers to the Joint
            Project Team for consideration. The Joint Project Team shall
            evaluate the desirability of those third party manufacturers and
            make recommendations to the Joint Steering Committee for a
            determination. In the event the Joint Project Team, after discussion
            and evaluation, does not come to a consensus regarding a particular
            third party manufacturer, OSI shall have the right to directly
            recommend such manufacturer to the Joint Steering Committee. The
            Joint Steering Committee shall then approve or disapprove the use of
            each recommended third party manufacturer; provided that in the case
            of the approval of third party manufacturers for Clinical Supplies,
            OSI shall have final decision making authority. If and when a third
            party manufacturer is approved in accordance with this Section 4.1,
            it shall become an Acceptable Contract Manufacturer hereunder and
            OSI may then (once an agreement is executed pursuant

                                       5
<PAGE>

            to Section 4.2 below) use such Acceptable Contract Manufacturer to
            perform any of the supply or manufacture obligations herein. The
            third party manufacturers set forth in Exhibit A hereto shall be
            deemed Acceptable Contract Manufacturers as indicated therein. For
            the avoidance of doubt, the manufacturing and supply agreements with
            these third party manufacturers must be approved by the Joint
            Project Team in accordance with Section 4.2. OSI shall be
            responsible for overseeing and managing the relationship with all
            Acceptable Contract Manufacturers.

      4.2   Negotiation of Contracts with Acceptable Contract Manufacturers. OSI
            shall prepare, review, negotiate and manage manufacturing and supply
            agreements for API and Finished Product with Acceptable Contract
            Manufacturers, provided however that OSI shall provide Genentech
            with each significant draft of such agreement, and within ** of
            receipt, Genentech shall comment on such draft and Genentech's input
            will be taken into consideration during such preparation and
            negotiation process. In addition, all such manufacturing and supply
            agreements for API and Finished Product with Acceptable Contract
            Manufacturers shall be subject to approval by the Joint Project Team
            or if such approval is not obtained, by referral to the Joint
            Steering Committee for resolution. If the Joint Steering Committee
            is unable to resolve the matter (i) in the case of an agreement for
            Clinical Supplies, ultimate decision making authority shall rest
            with OSI or (ii) in the case of an agreement for Commercial
            Supplies, the matter shall be resolved in accordance with Article 16
            of the Collaboration Agreement.

      4.3   Contents of Agreements with Acceptable Contract Manufacturers. Each
            manufacturing and supply agreement for API and Finished Product with
            an Acceptable Contract Manufacturer shall contain such terms as are
            necessary and customary for having a third party manufacture,
            conduct manufacturing validation activities, package, label, store
            and/or ship, as the case may be, pharmaceutical products. For
            illustrative purposes, the topics set forth in Exhibit B, attached
            hereto are generally included in such agreements, although
            agreements shall vary depending on the relationship and the
            circumstances.

      4.4   Third Party Supply Agreements to be Separate from Development
            Agreements. The Parties acknowledge that development activities,
            such as but not limited to chemical process development, formulation
            development and analytical development, are outside the scope of
            this Agreement (although such activities are governed by the
            Collaboration Agreement) and shall be addressed in agreements
            separate from the agreements with Acceptable Contract Manufacturers
            for supply of Licensed Product to be supplied to Genentech
            hereunder.

      4.5   Genentech as a Third Party Beneficiary in Agreements with Acceptable
            Contract Manufacturers. OSI shall ensure that each agreement with an
            Acceptable Contract Manufacturer shall explicitly name Genentech as
            a third party beneficiary of all of OSI's rights and all of the
            Acceptable Contract Manufacturer's obligations under such agreement
            upon written notice to the Acceptable Contract Manufacturer by OSI
            explicitly stating that Genentech may directly enforce any such
            rights and obligations. OSI agrees that it shall provide the written
            notice discussed in the preceding sentence

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<PAGE>

            to an Acceptable Contract Manufacturer promptly following the
            failure to cure a supply failure and the receipt of an Assumption
            Notice from Genentech as set forth in Section 6.2 below.

                                   ARTICLE 5.
                        FORECASTING AND SUPPLY PROCEDURES

      5.1   Forecast Due Dates. On **, Genentech shall provide to OSI both a
            first official Rolling Monthly Forecast and a first Three-Year
            Forecast. Genentech shall thereafter provide to OSI during the term
            of this Agreement: (a) an updated Rolling Monthly Forecast on ** or
            the subsequent business day if ** is a Saturday, Sunday or a holiday
            on which a majority of banks are closed in New York, NY; and (b) an
            updated Three-Year Forecast on **, or the subsequent business day if
            ** is a Saturday, Sunday or a holiday on which a majority of banks
            are closed in New York, NY. If OSI does not receive a forecast on
            the date it is due, OSI shall make reasonable efforts to contact the
            appropriate contacts at Genentech to inquire as to its whereabouts
            (i.e., an e-mail to the person responsible for providing such
            forecast, with copies to the Genentech members of the SCG). For
            Rolling Monthly Forecasts, in the event OSI does not receive a
            response from Genentech within **, the last Rolling Monthly Forecast
            received by OSI shall remain in effect.

      5.2   Variances. Genentech will use Commercially Reasonable Efforts in
            preparing all forecasts provided hereunder to minimize variances
            between forecasts. As such, Genentech may modify the Clinical
            Requirements and the Commercial Requirements in each updated Rolling
            Monthly Forecast only in accordance with the following limitations,
            unless OSI agrees to a larger variance:

<TABLE>
<CAPTION>
                                       Maximum percentage variance for             Maximum percentage variance for
                                     an aggregate calendar quarter from           an aggregate calendar quarter from
      Number of months                previous Rolling Monthly Forecast         previous Rolling Monthly Forecast
      prior to delivery                    DURING MARKET LAUNCH                          AFTER MARKET LAUNCH
-----------------------------     ----------------------------------------      ---------------------------------------
<S>                               <C>                                           <C>
           **                                     **                                            **

           **                                     **                                            **

           **                                     **                                            **

           **                                     **                                            **

</TABLE>

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                                       7
<PAGE>

      For the sake of clarity, an example illustrating how the above forecast
      variances function is attached hereto as Exhibit C.

      Notwithstanding the foregoing limitations, both Parties acknowledge that
      market conditions, unexpected demand, new science and technology, the
      economy, and other factors beyond either Party's control, could lead to
      variances in Commercial Requirements and/or Clinical Requirements beyond
      those set forth above. In such event, the Parties will discuss such
      unexpected variances and OSI shall use Commercially Reasonable Efforts to
      accommodate them.

      5.3   Delivery of Purchase Orders. Beginning no earlier than the filing of
            the final clinical section of the NDA with the FDA, Genentech shall
            deliver binding purchase orders for each calendar month to OSI at
            least three (3) months prior to the requested delivery date,
            separately requesting Commercial Requirements, Clinical Requirements
            for Finished Product and Clinical Requirements for Placebo, all in
            accordance with the amounts provided in the then current Rolling
            Monthly Forecast. With respect to Clinical Supplies, Genentech shall
            also provide fully approved labeling requirements for such Clinical
            Supplies. Each purchase order shall also specify delivery dates and
            delivery location (CPT (Incoterms 2000) to either Genentech's South
            San Francisco manufacturing facility or another destination
            specified by Genentech, but limited to one location per purchase
            order). Genentech agrees that orders for Commercial Requirements
            shall be by full case of Finished Product; Clinical Requirements for
            Finished Product and/or Placebo may be by partial case. The Parties
            agree that title to the Finished Product shall pass from OSI to
            Genentech upon the delivery of such Finished Product from OSI to
            Genentech or Genentech's designated destination. As of the Effective
            Date, a full case consists of **, although such composition may be
            changed upon mutual agreement between the Parties.

      5.4   Delivery Dates. OSI shall deliver Finished Product and Placebo in
            accordance with purchase orders issued by Genentech in accordance
            with Section 5.3 above. If OSI reasonably expects any delay in
            shipment to Genentech, it shall promptly inform Genentech of such
            expected delay, shall immediately update the delivery schedule and
            shall use Commercially Reasonable Efforts to minimize the delay.

      5.5   Change Orders. If Genentech requests a change to a purchase order
            after such purchase order is received by OSI, other than to delay
            the delivery date for the product ordered in such purchase order,
            OSI shall not be obligated to accommodate such change, but shall use
            Commercially Reasonable Efforts to do so.

      5.6   Disposition and Invoicing. OSI shall ship the Finished Product and
            Placebo to Genentech's South San Francisco facility or to such other
            location as Genentech may specify in the relevant purchase orders.
            Finished Product and Placebo shall be

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<PAGE>

            delivered CPT (Incoterms 2000) Genentech's South San Francisco,
            California manufacturing facility (or other delivery location) on
            the applicable CPT delivery dates specified in the purchase order.
            OSI shall arrange for the delivery of Finished Product and Placebo
            using a reliable carrier of its choosing. OSI shall be responsible,
            and pay third parties directly, for all Outbound Costs to
            Genentech's South San Francisco, California facility or other
            delivery location specified in the purchase orders, and Genentech
            shall be responsible, and pay third parties directly, for all
            Outbound Costs from Genentech's South San Francisco, California
            manufacturing or other delivery location under Genentech's control.
            All Outbound Costs will, however, eventually be shared in accordance
            with Article 7. OSI shall pack and address Finished Product and
            Placebo in accordance with the applicable purchase order. OSI will
            send, with each shipment of the Finished Product and Placebo, as a
            minimum, OSI's Certificate of Compliance for each Batch and a
            packing list containing OSI's material description/code, Genentech's
            purchase order number, OSI's Lot Number and manufacturing date, NDC
            number, Genentech's Item Number, unit of measure and total quantity
            delivered per dosage strength. On the day of shipment of the
            Finished Product and/or Placebo, OSI shall send to Genentech by
            facsimile a copy of the packing list, invoice, and bill of lading.
            OSI shall not ship any Commercial Supplies to Genentech until a
            Quality Agreement has been executed.

      5.7   Inventory Management.

            5.7.1 OSI is responsible for inventory management and manufacturing
                  planning to ensure that the starting materials, API, and
                  tablets are manufactured to meet the forecasted demand. On
                  **, and then within ** after each **, OSI shall provide to
                  Genentech on a ** an inventory report that includes QA status
                  and quantity of all starting materials, intermediates, API,
                  and tablets, a manufacturing plan, and a delivery schedule for
                  Finished Product.

            5.7.2 Within ** after Genentech delivers the Three-Year Forecast to
                  OSI, the Parties, through the SCG, shall use Commercially
                  Reasonable Efforts to establish minimum inventory levels of
                  the following Licensed Product materials: (i) starting
                  materials, (ii) API, (iii) Finished Product maintained by OSI,
                  and (iv) Finished Product maintained by Genentech. Such
                  minimum inventory levels shall be reviewed from time-to-time,
                  but no less than once every **.

      5.8   Shelf Life of Product at Time of Shipment. OSI shall ensure that at
            the time of shipment to Genentech, and to the extent Genentech does
            not delay the delivery date of shipment beyond that date specified
            in the purchase order, any delivered Finished Product shall have at
            least ** of its shelf life remaining. Notwithstanding the foregoing,
            in the event the shelf life for Finished Product is less than **,
            Finished Product delivered shall have at least ** of its shelf life
            remaining. OSI shall use

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<PAGE>

            Commercially Reasonable Efforts to perform such stability studies as
            may be required to extend the shelf life for Finished Product
            periodically (eventually to **) and, in connection with such
            efforts, OSI shall use Commercially Reasonable Efforts to file any
            documents as they become available with the FDA that are needed to
            extend the shelf life of Finished Product beyond the shelf life
            initially approved by the FDA. Costs to conduct stability studies to
            extend the shelf life shall be considered Development Costs under
            the Collaboration Agreement and shall be treated in accordance
            therewith.

                                   ARTICLE 6.
                                 SUPPLY FAILURES

      6.1   OSI Failure to Comply with Manufacturing Obligations "Triggering
            Events". In the event of the occurrence of any of the following
            events (each a "Triggering Event"), the provisions of Section 6.2
            shall apply:


            6.1.1 **.

            6.1.2 Other FDA Actions that would Result in Inability to Supply.
                  For the purposes of Section 6.2, it shall be a Triggering
                  Event if the FDA takes actions against OSI or any of its
                  Acceptable Contract Manufacturers that will cause OSI to be
                  unable to supply Finished Product and/or Placebo such that it
                  is reasonably likely that the supply failures set forth in
                  Section 6.1.3 or Section 6.1.4 will occur.

            6.1.3 Material Failure to Supply. For the purposes of Section 6.2,
                  it shall be a Triggering Event if OSI fails to supply Clinical
                  Requirements or Commercial Requirements to Genentech by
                  providing less than ** of the amount set forth in any month's
                  purchase order (to the extent the purchase order was within
                  the allowed variances set forth in Section 5.2).

            6.1.4 Chronic Failure to Supply. For the purposes of Section 6.2, it
                  shall be a Triggering Event if OSI fails to supply Clinical
                  Requirements or Commercial Requirements to Genentech by
                  providing less than ** but more than ** of the amount set
                  forth in ** purchase orders or in any ** purchase orders in
                  any ** (to the extent the relevant purchase orders were within
                  the allowed variances set forth in Section 5.2).

      6.2   Consequences of Failure to Comply with Manufacturing Obligations. If
            any of the Triggering Events set forth in Section 6.1 above occur,
            then with respect to the particular formulation of Licensed Product
            and Placebo at issue (e.g., tablets, IV

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                                       10
<PAGE>

            injectable) and without limiting any of Genentech's other rights or
            remedies in contract, law or equity, the following provisions shall
            apply (subject to the last sentence of Section 6.1.1):

            6.2.1 Within five (5) calendar days following the occurrence of a
                  Triggering Event, OSI shall submit a remedial plan to the
                  Joint Project Team (or the appropriate subteam designated by
                  the Joint Project Team) setting forth OSI's plan to remedy the
                  supply failure at issue (the "Remedial Plan"). Within
                  forty-eight (48) hours of receipt of a Remedial Plan, the
                  Joint Project Team members shall provide comments to OSI.
                  Within ten (10) calendar days following the occurrence of a
                  Triggering Event, OSI shall submit the Remedial Plan to the
                  Joint Steering Committee and the Joint Steering Committee
                  shall promptly provide comments to OSI. OSI shall implement
                  such Remedial Plan and shall keep the Joint Steering Committee
                  informed as to its progress with a minimum of weekly status
                  reports.

            6.2.2 Following presentation of the Remedial Plan to the Joint
                  Steering Committee as described in Section 6.2.1 above, in the
                  event the Parties agree, or in the event Genentech reasonably
                  believes, that the Remedial Plan will not fully cure the
                  supply failure within ** following the occurrence of the
                  applicable Triggering Event, Genentech shall have the right,
                  but not the obligation, to begin the process of preparing and
                  establishing an alternative source(s) of Licensed Product
                  and/or Placebo. Notwithstanding the foregoing, in order to
                  avoid interfering with OSI's attempts to cure the supply
                  failure at issue, with respect to Licensed Product, during
                  this **, (a) Genentech may not contact DiPharma or Sumika Fine
                  for the purpose of utilizing such Acceptable Contract
                  Manufacturer(s) to manufacture its alternative supply, and (b)
                  with regard to Schwarz Pharma, Genentech may only work with
                  such manufacturer separate and apart from OSI's relationship
                  with such manufacturer. In the event Genentech so decides to
                  begin such process, promptly following notice from Genentech,
                  OSI shall prepare documents to file with the FDA (but only
                  actually file with the FDA at this time if the Parties
                  mutually agree) as may be necessary to 1) convert the NDA to a
                  shared NDA (held jointly by OSI and Genentech) and 2) transfer
                  responsibility for the CMC portion (and only the CMC portion)
                  of the NDA to Genentech. In addition, OSI shall reasonably
                  assist Genentech with any requested technology transfer as set
                  forth in Sections 6.2.4(c)(i) and (ii) below, provided
                  however, that OSI shall not be obligated to engage in any
                  activities that would interfere with its efforts in
                  implementing the Remedial Plan.

            6.2.3 In the event OSI cures a supply failure caused by the
                  occurrence of a Triggering Event within ** following such
                  occurrence, OSI shall retain all of its rights and obligations
                  to supply Licensed Product and Placebo as set forth

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                                       11
<PAGE>

                  herein and in the Collaboration Agreement as existed prior to
                  the occurrence of the Triggering Event. In addition, Genentech
                  shall resume acquiring all of its Clinical Supplies and/or
                  Commercial Supplies from OSI to the extent it was so obligated
                  prior to the applicable Triggering Event.

            6.2.4 In the event OSI does not cure a supply failure caused by the
                  occurrence of a Triggering Event within ** following such
                  occurrence, Genentech shall have the right, but not the
                  obligation, to assume some or all of OSI's obligation to
                  supply Licensed Product and Placebo as set forth in, and in
                  accordance with, this Agreement and the Collaboration
                  Agreement by providing notice of such to OSI (an "Assumption
                  Notice"). It is agreed, however, that such right shall expire
                  in the event OSI cures the particular supply failure prior to
                  Genentech providing an Assumption Notice. In the event
                  Genentech provides OSI with an Assumption Notice, the
                  following terms shall apply:

                  (a)   Regulatory Documents. If OSI has not done so already,
                        OSI shall promptly file with the FDA such documents as
                        may be necessary to 1) convert the NDA to a shared NDA
                        (held jointly by OSI and Genentech) and 2) transfer
                        responsibility for the CMC portion (and only the CMC
                        portion) of the NDA to Genentech.

                  (b)   Acceptable Contract Manufacturers. At Genentech's
                        request, OSI shall promptly provide all applicable
                        Acceptable Contract Manufacturers with notification that
                        Genentech will be assuming all rights and obligations
                        set forth in the agreements with such Acceptable
                        Contract Manufacturers as set forth in Section 4.5
                        above. Genentech shall thereafter solely manage and
                        oversee the relationship and manufacturing activities at
                        such Acceptable Contract Manufacturers. OSI shall
                        reasonably assist Genentech at the Acceptable Contract
                        Manufacturer(s) site(s) to ensure as smooth of a
                        transition of management and oversight as possible.

                  (c)   Technology Transfer. The Parties shall immediately
                        establish and implement a reasonable technology transfer
                        plan between OSI and Genentech to enable Genentech and
                        its third party contract manufacturer(s) to manufacture
                        the applicable API, Finished Product and/or Placebo with
                        minimal interruption in supply requirements. The
                        technology transfer plan shall include: (i) an
                        obligation on OSI (and if requested by Genentech, OSI
                        shall cause its Acceptable Contract Manufacturer(s)) to
                        physically transfer such technology, including without
                        limitation any and all Manufacturing Documentation, to
                        Genentech or its designated contract manufacturer(s),
                        (ii) disclosure of the Manufacturing Process for the API
                        and the API Specifications and/or the Finished Product
                        and Finished Product Specifications, as applicable, to
                        Genentech or the designated contract manufacturer, (iii)
                        specific responsibilities of the Parties in connection
                        with technology transfer and implementation of the
                        Manufacturing Process at the

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                        facility of the contract manufacturer selected by
                        Genentech, (iv) reasonable milestones for the transfer
                        of technology and disclosure of information by OSI and
                        its Acceptable Contract Manufacturer, (v) implementation
                        of reasonable timelines for achieving such milestones,
                        and (vi) criteria for assessing the progress and success
                        of the project as it progresses. Notwithstanding the
                        foregoing obligations relating to Acceptable Contract
                        Manufacturer(s) in subsection (i) and (ii) immediately
                        above, in the event OSI is unable, despite Commercially
                        Reasonable Efforts, to bind an Acceptable Contract
                        Manufacturer in its agreement with such Acceptable
                        Contract Manufacturer to transfer all of the above items
                        and information owned or controlled by such Acceptable
                        Contract Manufacturer to Genentech upon an uncured
                        supply failure, the above noted responsibilities shall
                        only apply to those items and information necessary for
                        the proper equipment validation and transferring of
                        manufacture of API and Finished Product to Genentech or
                        its designated manufacturer. OSI shall use Commercially
                        Reasonable Efforts to complete its responsibilities in a
                        timely manner under and in accordance with such
                        technology transfer plan, provided that, in any event,
                        all items and information discussed above in this
                        subsection shall be provided to Genentech within thirty
                        (30) days following receipt by OSI of an Assumption
                        Notice.

                  (d)   License. OSI shall grant, and shall be deemed to grant,
                        at no additional charge, a sublicensable license to
                        Genentech (and its designated contract manufacturer(s))
                        to make and have made such Licensed Product and Placebo
                        under intellectual property Controlled by OSI. In
                        addition, OSI shall obtain licenses (if any) from the
                        Acceptable Contract Manufacturer(s) or another Third
                        Party necessary for Genentech or such contract
                        manufacturer(s) to make and have made the Licensed
                        Product and Placebo.

                  (e)   Cooperation and Assistance. OSI shall (and shall cause
                        its Acceptable Contract Manufacturer to) provide all
                        cooperation and assistance reasonably requested by
                        Genentech to enable it (or the designated contract
                        manufacturer) to assume with as little disruption as
                        reasonably possible, the continued manufacture of the
                        Licensed Product and/or Placebo. Such cooperation and
                        assistance shall be provided in a prompt and timely
                        manner (having regard to the nature of the cooperation
                        or assistance requested).

            6.2.5 OSI Rights After Supply Failure. In the event Genentech
                  assumes manufacturing and supply obligations as set forth in
                  Section 6.2.4, Genentech shall, subject to the following
                  terms, supply any Clinical Requirements OSI may have. OSI
                  shall, ** following such assumption, provide Genentech with

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                  forecasts in accordance with Article 5 above. Notwithstanding
                  the foregoing, the Parties agree that, during any period of a
                  supply shortage, satisfaction of Commercial Requirements shall
                  take precedence over satisfaction of Clinical Requirements,
                  provided that Genentech shall make Commercially Reasonable
                  Efforts to satisfy both Commercial and Clinical Requirements.

            6.2.6 Other Documents and Actions. Each Party shall execute such
                  documents, make such filings or recordings with the FDA or
                  other regulatory agencies, and take other actions and provide
                  such cooperation and assistance as is reasonably necessary, to
                  effectuate the actions invoked in Section 6.2.

            6.2.7 Breach of the Collaboration Agreement. In the event Genentech
                  assumes responsibility for manufacturing Licensed Product
                  pursuant to this Article 6 due to a supply failure, without
                  limiting any other rights or remedies Genentech may have
                  hereunder or under the Collaboration Agreement, and without by
                  implication or otherwise granting Genentech any new rights
                  under this Section 6.2.7, absent other breaches of the
                  Collaboration Agreement that could give rise to termination
                  pursuant to Section 14.2 of the Collaboration Agreement, and
                  absent significant damage to the potential success of the
                  Licensed Product which damage is primarily caused by the
                  circumstances that gave rise to Genentech having the right to
                  assume responsibility for the manufacture of Licensed Product,
                  OSI's failure to supply Licensed Product to Genentech shall
                  not give rise to a termination pursuant to Section 14.2 of the
                  Collaboration Agreement if such failure was caused by factors
                  outside of the control of OSI.

                                   ARTICLE 7.
                           COST OF GOODS MANUFACTURED

      7.1   Costs Incurred Under this Agreement. Except as provided otherwise
            herein or in the Collaboration Agreement, as approved by the Joint
            Project Team, all costs incurred by each Party in connection with
            the performance of its obligations herein, including 100% of the
            Fully Burdened Manufacturing Costs incurred in the manufacture of
            API and Finished Product (as per Section B.4.5 of Exhibit B to the
            Collaboration Agreement), shall be shared (a) in accordance with
            Section 7.1 of, and Exhibit B to, the Collaboration Agreement for
            costs relating to Commercial Supplies or Clinical Supplies, (b) in
            accordance with Exhibit A to the Tripartite Agreement for costs
            relating to Clinical Supplies, or (c) proportioned appropriately
            between (a) and (b).

            For purposes of clarifying certain provisions contained in Exhibit B
            to the Collaboration Agreement, either party holding Finished
            Product and Placebo shall be permitted to charge the collaboration a
            reasonable and customary charge to compensate it for its logistical
            product support costs actually incurred. Such costs are not
            includable in Fully Burdened Manufacturing Costs (per unit or in
            total) but will be charged to costs of sales under the Collaboration
            Agreement in the period incurred by such Party. Further, such costs
            will include direct costs borne by that Party (and

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            not invoiced to a Third Party) for logistics, warehousing,
            transport, customs clearance and storage of Finished Product. Unless
            and until the Parties mutually agree otherwise, the Parties will use
            a ** annual rate (** simple interest rate each quarter) on the
            average book value of Finished Product and Placebo held during that
            period by that Party as consideration for the logistical product
            support costs outlined herein. Such amount is subject to an annual
            reconciliation, review and adjustment by the Joint Finance
            Committee.

      7.2   Cost Forecasting. In November of each calendar year, commencing with
            the first such month following the receipt of results from a
            successful phase III clinical trial, the JPT will approve a standard
            cost per tablet to be used for purposes of Genentech purchasing, and
            OSI supplying and invoicing the collaboration with Finished Product
            and Placebo, for the following year. Within ninety (90) days
            following the end of the year, OSI will provide the JPT, for its
            approval, a final reconciliation of (and any required adjustments to
            the standard costs used for) its actual Fully Burdened Manufacturing
            Cost (FBMC) in total and per unit for such period for Finished
            Product or Placebo, which will be charged or credited to the
            collaboration (along with associated General And Administrative
            Costs) in the respective quarter in which such adjustment is
            approved. In all cases, information on the FBMC standard and actual
            costs per unit will be provided to the JPT in a level of detail
            reasonably sufficient to analyze and approve such costs.

      7.3   Limitations. FBMC shall be limited to direct costs of manufacturing
            by OSI and/or its Acceptable Contract Manufacturer, and will not
            include any mark-up or profit element in addition to the direct
            manufacturing costs. To illustrate, FBMC will include only customary
            amounts of yield losses (i.e. recovery) in the ordinary course of
            business, will not include any idle capacity charges or costs, will
            not include any inventory write-offs or failed Batch charges
            (otherwise includable in Other Operating Income/Expense), nor will
            it include any carrying charges to compensate for financing and
            logistical product support costs. Costs incurred by either Party
            that result from that Party's negligence, recklessness, intentional
            wrongful acts or negligent or willful omissions shall not be shared
            pursuant to Section 7.1.

      7.4   Payments. Genentech shall deliver purchase orders for Commercial
            Requirements and Clinical Requirements to OSI in accordance with
            Article 5 herein. Upon shipment of Commercial Requirements and
            Clinical Requirements to Genentech, OSI will issue an invoice to
            Genentech for the established standard FBMC value for such material,
            with payment terms of ** from the invoice date, payable in US
            dollars. Genentech will charge the collaboration upon the sale or
            usage of such Commercial Requirements or Clinical Requirements (as
            either cost of sales, marketing costs or development costs). OSI
            will charge the collaboration upon the usage of Clinical Supplies
            for Joint Project Team approved studies conducted by OSI.

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                                   ARTICLE 8.
                        COMPLAINTS; REGULATORY INQUIRIES

      8.1   Complaints. The Parties shall promptly notify each other of
            complaints received. The details of such notification, as well as
            the process by which the Parties shall resolve such complaints,
            shall be set forth in the Quality Agreement.

      8.2   Notification to Other Party of Regulatory Correspondence. Each Party
            shall as soon as possible, but in any event within two (2) business
            days, notify the other Party in writing of, and shall provide the
            other Party with copies of, any correspondence and other
            documentation received or prepared by such Party in connection with
            any of the following events: (i) receipt of a regulatory letter,
            Warning Letter, or similar item, from the FDA or any other
            regulatory authority, directed to the manufacture, packaging, and
            storage of API or Finished Product, or in connection with any
            general cGMP inspections applicable to any Facility and (ii) any
            written regulatory comments from the FDA or any other regulatory
            authority related to the manufacture of API or resulting Finished
            Product requiring a response or action by a Party.

      8.3   Regulatory Correspondence Requiring a OSI Response. In the event OSI
            receives any regulatory letter or other written comments from any
            federal, state or local regulatory authority directed to its
            manufacture of API or Finished Product requiring a response or
            action by OSI, including, but not limited to, receipt of a Form 483
            (Inspectional Observations) or a Warning Letter, OSI shall work
            together with Genentech in preparing any response related to OSI's
            manufacture of API or Finished Product. OSI shall provide Genentech
            with a copy of each such response for Genentech's review and comment
            prior to OSI's submission of its detailed written response. OSI
            shall give all due consideration to any Genentech comments to each
            such proposed OSI response provided Genentech timely responds.

      8.4   Inspections. In the event any Facility is inspected, or OSI is
            notified that the Facility(ies) will be inspected; by
            representatives of any federal, state or local regulatory agency
            directed to OSI's manufacture of API or Finished Product, OSI shall
            notify Genentech within one (1) business day after receipt of notice
            of such inspection, and shall supply Genentech with copies of any
            correspondence or portions of correspondence which relate to API or
            Finished Product. The Parties shall meet jointly with the Acceptable
            Contract Manufacturer as soon as practicable, but in any event prior
            to the inspection if possible, to discuss an appropriate strategy
            for the conduct of such inspection. Genentech may send, and upon the
            request of OSI shall send, representatives to the applicable
            Facility to participate to the extent OSI is participating (unless
            the Parties mutually agree to a greater or lesser level of
            participation) in any portion of such inspection directed to API or
            Finished Product.

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<PAGE>
                                   ARTICLE 9.
                                    RECALLS

            Each Party shall notify the other promptly (and in any event within
            two (2) business days of determination or receipt of written notice,
            as the case may be) if any Batch of Finished Product is the subject
            of a Recall. As holder of the NDA, OSI shall be primarily
            responsible for conducting all Recalls; provided however that the
            Parties shall jointly put together a corrective action plan and
            timeline and Genentech shall cooperate with OSI as needed in the
            conduct of the Recall. Except for Recalls necessitated solely by one
            Party's negligence or willful wrongdoing, the costs incurred by both
            Parties in conducting the Recall and the costs of replacing the
            affected API and/or Finished Product shall be shared in accordance
            with Article 7. In the event the Recall is caused solely by one
            Party's negligence or willful wrongdoing, such Party shall reimburse
            the other for all costs and expenses reasonably incurred by such
            Party with respect to such Recall and shall be solely responsible
            for the cost of replacing the affected API and/or Finished Product.
            OSI shall use Commercially Reasonable Efforts to replace any
            affected Finished Product as soon as possible, but in any event,
            within ** of the date on which the Recall was effected, unless
            the Parties agree that market conditions suggest a smaller amount of
            Finished Product should be provided.

                                  ARTICLE 10.
                       QUALITY; VALIDATION; AUDIT RIGHTS

      10.1  Responsibility for Quality Assurance, Quality Control and Stability.
            As between Genentech and OSI, OSI shall be primarily responsible for
            conducting any and all quality assurance, quality control and
            stability testing of API and Finished Product as is customary in the
            industry and as may be required by applicable law, including without
            limitation, such quality assurance and quality control activities
            set forth in the Quality Agreement and under cGMP. Notwithstanding
            the foregoing, Genentech shall have the right, but not the
            obligation, to perform its own testing on samples from any
            particular Batch of API or Finished Product or any individual
            shipment of Finished Product, at its own discretion utilizing the
            analytical methods referenced in the API and/or Finished Product
            Specifications. Upon written notice from Genentech, OSI shall (a)
            initiate a transfer to Genentech or its designated third party on a
            timely basis the validated analytical methods utilized in the API
            and/or Finished Product Specifications and (b) provide samples from
            the requested Batches or shipments. Genentech will then conduct or
            have conducted any testing it performs on the samples using such
            methods following successful transfer to Genentech or its designated
            third party. The exchange of such results and any further actions
            related thereto shall be set forth in the Quality Agreement.

      10.2  Validation of Facility; Utilities and Equipment, and Manufacturing
            Processes. OSI shall ensure cGMP validation status of the
            Facilities, the utilities and equipment used

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            in the manufacture of API and Finished Product at the Facilities, as
            well as validation status of all Manufacturing Processes.

      10.3  Audit Rights.

            10.3.1 Audits of OSI. Genentech shall have the right, but not the
                  obligation, to audit OSI's quality control records, quality
                  assurance records, stability records, validation records,
                  and/or Facilities, but only to the extent related to the
                  manufacture, packaging, labeling, storing or shipping of
                  Commercial Supplies and/or Clinical Supplies. Audits of OSI
                  shall be conducted in accordance with the relevant provisions
                  of the Quality Agreement and shall be limited to ** per
                  calendar year. Audits of OSI shall be requested by Genentech
                  in writing in advance, but shall be scheduled by OSI at a
                  mutually convenient time (Genentech generally schedules audits
                  three months in advance). The costs associated with conducting
                  an audit of OSI shall be borne by Genentech, unless material
                  problems are discovered during such audit. For an audit that
                  reveals a material problem, the costs associated with such
                  audits shall be shared by the Parties in accordance with
                  Article 7.

            10.3.2 Audits of Acceptable Contract Manufacturers. Genentech shall
                  have the right, but not the obligation, to participate in
                  audits of OSI's Acceptable Contract Manufacturer's quality
                  control records, quality assurance records, stability records,
                  validation records, and/or Facilities, but only to the extent
                  related to the manufacture, packaging, labeling, storing or
                  shipping of Commercial Supplies and/or Clinical Supplies.
                  Audits of shall be conducted in accordance with the relevant
                  provisions of the Quality Agreement. OSI shall, at its option,
                  have its own representative lead such audit, provided however
                  that such lead may not limit the scope of the audit or lead in
                  a manner that would have a negative impact on the
                  effectiveness of the audit. For routine audits and for initial
                  audits of a particular Acceptable Contract Manufacturer, OSI
                  shall provide minimum notification of three (3) months to
                  Genentech. For other more time sensitive audits (such as
                  for-cause audits), OSI shall provide as much notification to
                  Genentech as is practicable, provided that such notification
                  is at least thirty (30) days.

            10.3.3 Audits of Genentech's Distribution Systems. OSI shall have
                  the right, but not the obligation, to audit Genentech's
                  quality control records, quality assurance records, and/or
                  Facilities, but only to the extent related to the storing or
                  shipping of Commercial Supplies and/or Clinical Supplies.
                  Audits of Genentech shall be conducted in accordance with the
                  relevant provisions of the Quality Agreement and shall be
                  limited to ** per calendar year. Audits of Genentech shall be
                  requested by OSI in writing in advance, but shall be scheduled
                  by Genentech at a mutually convenient time (Genentech
                  generally schedules audits three months in advance). The costs
                  associated with conducting an audit of Genentech shall be
                  borne by OSI, unless material problems are discovered during
                  such audit. For an audit that reveals a

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                   material problem, the costs associated with such audits shall
                   be shared by the Parties in accordance with Article 7.

                                  ARTICLE 11.
                     GENERAL REPRESENTATIONS AND WARRANTIES

      11.1  Genentech. Genentech hereby represents and warrants to OSI that:

            11.1.1 Genentech has the corporate power and authority and the legal
                   right to enter into this Agreement and to perform its
                   obligations under this Agreement; and

            11.1.2 to the best of its knowledge after reasonable inquiry,
                   Genentech has a sufficient number of employees with such
                   expertise and experience as is necessary or appropriate to
                   fulfill its obligations set forth in this Agreement.

      11.2  OSI. OSI hereby represents and warrants to Genentech that:

            11.2.1 OSI has the corporate power and authority and the legal right
                   to enter into this Agreement and to perform its obligations
                   under this Agreement; and

            11.2.2 to the best of its knowledge after reasonable inquiry, OSI
                   has a sufficient number of employees with such expertise and
                   experience as is necessary or appropriate to fulfill its
                   obligations set forth in this Agreement.

                                  ARTICLE 12.
                         MANUFACTURER PRODUCT WARRANTIES

      12.1  Manufacturer Warranties: OSI hereby warrants to Genentech that:

            12.1.1 to the best of its knowledge after reasonable inquiry, OSI
                   has made Genentech aware of any known hazards involved in
                   handling the API and Finished Product, and will continue to
                   make Genentech aware of such matters in the future;

            12.1.2 to the best of OSI's knowledge after reasonable inquiry, as
                   of the Effective Date, (a) OSI has the legal right to grant
                   Genentech the licenses and transfer the technology set forth
                   in Section 6.2.4 above, (b) OSI has not entered into any
                   obligation that would prohibit OSI from granting the licenses
                   and transferring the technology set forth in Section 6.2.4
                   above and shall not enter into any obligation in the future
                   that would prohibit OSI from granting such licenses and
                   transferring such technology, and (c) OSI is free to supply
                   to Genentech the Manufacturing Documentation; and

            12.1.3 to the best of its knowledge after reasonable inquiry, the
                   Facilities are and shall be maintained in accordance with
                   cGMP and in such condition as will allow OSI and/or the
                   Approved Contract Manufacturers to manufacture the

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                  API and/or Finished Product and in compliance with and
                  conformance to cGMP and the API Specifications and/or the
                  Finished Product Specifications.

      12.2  Product Warranties by OSI. OSI hereby warrants to Genentech that the
            Finished Product, at the time of delivery to Genentech, shall:

                  (a)   conform to the Finished Product Specifications;

                  (b)   be manufactured in compliance with the requirements of
                        cGMP;

                  (c)   be manufactured in compliance with the requirements of
                        all applicable national, state and local laws,
                        ordinances and governmental rules and regulations of the
                        United States;

                  (d)   complies with OSI's standard operating procedures; and

                  (e)   be transferred free and clear of any liens or
                        encumbrances of any kind to the extent arising through
                        or as a result of the acts or omissions of OSI, its
                        Affiliates or their respective agents.

                                   ARTICLE 13.
                                    INSURANCE

      13.1  Insurance. Upon the signing of this Agreement, OSI shall maintain:

            13.1.1 COMMERCIAL GENERAL LIABILITY insurance, including contractual
                   liability, in the minimum amount of ** each occurrence
                   combined single limit for bodily injury and property damage
                   ("CGL") with an annual aggregate of **. This insurance shall
                   include completed operations coverage; and

            13.1.2 PRODUCTS LIABILITY insurance, including contractual
                   liability, with a minimum limit of ** each occurrence
                   combined single limit for bodily injury and property damage
                   with an annual aggregate of ** ("Products Liability").

            13.1.3 Prior to first shipment of Commercial Supplies to
                   wholesalers, OSI will increase their limits for the following
                   insurance: (a) the Commercial General Liability insurance,
                   including contractual liability, shall be increased to a
                   minimum amount of ** each occurrence combined single limit
                   for bodily injury and property damage ("CGL") with an annual
                   aggregate of **), and (b) the Products Liability insurance,
                   including contractual liability, shall be increased to a
                   minimum limit of ** each occurrence combined single limit for
                   bodily injury and property damage with an annual aggregate of
                   ** ("Products Liability").

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      13.2  Special Requirements.

            13.2.1 Genentech shall be named as additional insureds under the
                  above insurance policies.

            13.2.2 Occurrence Forms. The insurance policies shall be carried
                  under an occurrence form. However, if the insurance policies,
                  specifically the CGL and/or Products Liability policies are
                  written on a "claims-made" policy form, then the CGL and/or
                  Property insurance coverage(s) shall be maintained by OSI for
                  at least five (5) years following termination of this
                  Agreement.

            13.2.3 The CGL insurance shall provide coverage for API and Finished
                  Product in OSI's care, custody and control.

            13.2.4 Each of the above insurance policies shall be primary
                  insurance as respects OSI's participation under this
                  Agreement.

            13.2.5 All of the above insurance coverage shall be maintained with
                  an insurance company or companies having an A.M. Best's rating
                  of ** or higher.

            13.2.6 Each Party reserves the right (a) to reasonably require the
                  other Party to carry additional insurance coverage and/or
                  carry higher limits of coverage (at such amounts to be agreed
                  upon by the Parties) if material terms of this Agreement
                  change such that Genentech and not OSI would be manufacturing
                  and supplying Licensed Product and/or, in either Party's
                  reasonable opinion, the other Party's operations by or on
                  behalf of itself or its third party manufacturer create higher
                  than normal hazards, and (b) to reasonably require to name
                  additional parties in interest as additional insureds.

      13.3  Notice of Insurance. Within thirty (30) days from the execution of
            this Agreement, OSI shall provide Genentech a certificate insurance
            reflecting the above requirements. Renewal certificates shall
            continue to be provided throughout the term of this Agreement, and
            in case of cancellation, non-renewal and/or material change, a
            thirty (30) day written notice shall be provided to Genentech.

                                   ARTICLE 14.
                                TERM; TERMINATION

      14.1  Term. The term of this Agreement (the "Term") shall commence on the
            Effective Date and shall continue until such time as the
            Collaboration Agreement is either terminated or expired.

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      14.2  Survival. If Section 6.2.4(d) was invoked prior to the termination
            of this Agreement, then the rights and licenses granted thereunder
            shall survive the termination or expiration of this Agreement. In
            addition, to the extent OSI had not already secured any needed
            licenses from Acceptable Contract Manufacturers and/or Third
            Parties, it shall promptly do so, but OSI shall not be obligated to
            secure additional licenses on an ongoing basis once such initial
            licenses have been obtained. Notwithstanding the foregoing, in the
            event OSI terminates the Collaboration Agreement pursuant to Section
            14.2 of the Collaboration Agreement, then this Section 6.2.4(d)
            shall survive termination of this agreement only to the extent
            necessary for Genentech to fulfill its obligations under Section
            14.2(c) of the Collaboration Agreement, and in the event Genentech
            terminates the Collaboration Agreement pursuant to Section 14.4 of
            the Collaboration Agreement, Section 6.2.4(d) shall not survive
            termination of this Agreement.

                                   ARTICLE 15.
                                  MISCELLANEOUS

      15.1  Counterparts. This Agreement and any amendment hereto may be
            executed in any number of counterparts, each of which shall for all
            purposes be deemed an original and all of which shall constitute the
            same instrument. This Agreement shall be effective upon full
            execution by facsimile or original, and a facsimile signature shall
            be deemed to be and shall be as effective as an original signature.

      15.2  Injunctive Relief. Both Parties agree that the breach of certain
            obligations under this Agreement would cause irreparable harm to the
            other Party and that monetary remedies would be inadequate in the
            event of breach. Without limiting the generality of the foregoing
            sentence, the Parties specifically agree that a breach by OSI of
            Section 6.2.4 would cause irreparable harm and Genentech, upon such
            breach, shall be entitled to the granting of equitable relief in the
            form of specific performance with respect to Section 6.2.4.

      15.3  Collaboration Agreement Governance and Preference. The Parties agree
            that all terms of the Collaboration Agreement shall continue to
            govern all activities, rights and obligations set forth in this
            Agreement and shall apply, to the extent relevant, to all
            activities, rights and obligations set forth in this Agreement. (By
            way of example, but without limiting the applicability of all
            Collaboration Agreement provisions, a delay in the performance of
            obligations hereunder that was caused by an act of God would be
            subject to the terms of Section 17.5 of the Collaboration
            Agreement). Notwithstanding the foregoing, in the event of any
            conflict between the provisions of this Agreement and the
            Collaboration Agreement, the provisions of this Agreement shall
            control. In addition, the terms of this Agreement shall prevail in
            the event of a conflict between this Agreement and the Quality
            Agreement, unless the term at issue in the Quality Agreement
            explicitly states that it is to take precedence over the terms of
            this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the Effective Date.

GENENTECH, INC.                        OSI PHARMACEUTICALS, INC.

By: /s/ Susan D. Hellmann              By: /s/ Robert L. Van Nostrand
    ---------------------------------      -------------------------------------

Name: Susan D. Hellmann                Name: Robert L. Van Nostrand

Title: President, Product Development  Title: Vice President and Chief Financial
                                              Officer

Date: June 7, 2004                     Date: June 4, 2004

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<PAGE>

                                    EXHIBIT A

                PRE-DESIGNATED ACCEPTABLE CONTRACT MANUFACTURERS

      The following third party manufacturers shall be deemed Acceptable
Contract Manufacturers for Clinical Supplies as of the Effective Date:

<TABLE>
<CAPTION>
      Name                           Facility Address          Responsibilities
---------------------------------   ------------------        ------------------
<S>                                 <C>                       <C>
Dinamite Dipharma S.p.A.                     **                       **
Raylo Chemicals Inc.                         **                       **
Sumika Fine Chemicals Co. Ltd.               **                       **
Schwarz Pharma AG                            **                       **
McKesson HBOC BioServices                    **                       **
Cardinal Health Clinical Services            **                       **
Cardinal Health
Pharmaceutical Development                   **                       **
SSCI Inc.                                    **                       **
F. Hoffmann-La Roche Ltd                     **                       **

</TABLE>

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


<PAGE>

      The following third party manufacturers shall be deemed to be Acceptable
Contract Manufacturers for Commercial Supplies as of the Effective Date:

<TABLE>
<CAPTION>
                Name                       Address                  Responsibilities
------------------------------------  -----------------     -------------------------------
<S>                                   <C>                   <C>
Dinamite Dipharma S.p.A.                      **                         **
Sumika Fine Chemicals Co. Ltd.                **                         **
Schwarz Pharma A.G.                           **                         **
Cardinal Health Packaging Services            **                         **
Cardinal Health
Pharmaceutical Development                    **                         **
SSCI Inc.                                     **                         **
F. Hoffmann-La Roche Ltd                      **                         **
</TABLE>

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


<PAGE>
                                   EXHIBIT B

     TOPICS GENERALLY INCLUDED IN AGREEMENTS WITH THIRD PARTY MANUFACTURERS

                           (FOR ILLUSTRATIVE PURPOSES)

-     supply and shipping of API and Finished Product;

-     quality control, analytical methods, QA Batch release and documentation of
      API and Finished Product; and

-     prior written approval of OSI for significant deviations (1);

-     administration of material transfers between Acceptable Contract
      Manufacturers;

-     providing and subsequently reviewing and approving any change in the
      specifications, methods, processes and/or procedures set forth in the
      Quality Agreement or Acceptable Contract Manufacturers' Drug Master File

-     cooperation and assistance by Acceptable Contract Manufacturers to secure
      regulatory approval of such manufacturers as suppliers of Licensed
      Product;

-     providing forecasts of quantity requirements and firm orders to Acceptable
      Contract Manufacturers (which shall reflect Genentech's forecasts and
      purchase orders described herein);

-     record keeping including maintaining copies of appropriate certificates of
      analyses and manufacturing Batch records;

-     audit rights with respect to Acceptable Contract Manufacturers, including
      but not limited to inspecting Acceptable Contract Manufacturers'
      facilities and records to verify compliance with obligations and statutory
      and regulatory requirements (including those with respect to which OSI is
      subject);

--------------------
     (1) Significant deviations such as: Operations outside of validated limits
and/or license requirements; Process discrepancies that adversely impact other
product process steps, lots or products; Process discrepancies that potentially
adversely impact a released lot, whether distributed or not; Suspected
introduction of adventitious agents/contaminants into API or Finished Product
intended for human use; Pattern of out of trend analytical results; Use of
expired or out-of-limit components; Evidence of unsuitability of equipment used;
Product reprocessing/reworking outside of pre-approved manufacturing
instructions; Repetition of product processing steps outside of pre-approved
manufacturing instructions; Evidence of unsuitability of facilities/utilities
used; Potential product recalls; Significant adverse trends relating to customer
complaints, non-conforming material, and GMP compliance issues; Environmental
Monitoring failures.
<PAGE>

-     right to direct activities and to be present at Acceptable Contract
      Manufacturers' manufacturing facilities;

-     reviewing and approving product labeling and packaging for Commercial
      Requirements and Clinical Requirements, including, without limitation,
      with respect to regulatory requirements;

-     administering payment procedures such that (A) Acceptable Contract
      Manufacturers are being paid on a timely basis and (B) costs and expenses
      under the Agreement are properly dealt with under Exhibit B to the
      Collaboration Agreement;

-     assurances that the Acceptable Contract Manufacturers shall not
      manufacture, either for commercial supply or clinical supply, for itself
      or any Third Party, any hazardous or extremely potent compound or
      composition of matter which may put at risk the manufacturer's obligations
      to manufacture and supply API or Finished Product; and

-     such other rights and obligations as may be requested to be included in
      such agreement by the JPT and/or JSC.

<PAGE>
                                    EXHIBIT C

                         FORECAST VARIANCE ILLUSTRATION

During Market Launch:

Forecast 1 is issued on **:

Annual Rolling Monthly Forecast is for **

Three Year Forecast is issued for **

Forecast 2 is issued on **

Forecast is for **

Three Year Forecast issued for **

Forecast 3 is issued on **

Forecast is for **

Forecast 4 is issued on **

Forecast is for **

      On **, aggregate Firm PO's written in ** for deliveries in ** and ** match
aggregate Forecast 2 for ** by **.

      On **, aggregate from ** in Forecast 2 matches aggregate from ** in
Forecast 1 by **.

      On **, aggregate from ** in Forecast 2 matches aggregate from ** year
Forecast issued on ** by **.

      On **, aggregate from ** in latest ** year Forecast issued in ** matches
aggregate from ** year Forecast issued on ** by **.

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