(including dueto death or Retirement), the Optionee (or the Optionee’s heirs or personal representatives ifOptionee is deceased) may, during the remaining term of the Option, purchase any remaining OptionShares which could have been purchased on the date Optionee’s employment or service was terminated,but may not purchase any Option Shares which would otherwise have first become purchasablefollowing such termination of employment or service.          (b) Sale or Reorganization. As provided in Section 6(h) of the Plan, if the Companyis merged or consolidated with another corporation, or if the property or stock of the Company isacquired by another corporation, or if there is a separation, reorganization or liquidation of theCompany, the Board of Directors of the Company may, in its discretion, give Optionee a writtennotice that the Option will terminate thirty (30) days after the date of such written notice. Inany such case, the Option will become immediately exercisable in full, notwithstanding Paragraph 2above.     4. Method of Exercise and Payment.          (a) Method of Exercise. The Option shall be exercised through the Company’sbroker-assisted stock option program (the “Broker Program”) in accordance with the terms andconditions of the Broker Program as may be in effect from time to time.          (b) Taxes. It shall be a condition to the performance of the Company’s obligation toissue or transfer Option Shares upon the exercise of the Option that the Optionee remit an amountsufficient to satisfy any federal, state and/or local tax withholding requirements arising inconnection with the exercise of the Option or the issuance of Option Shares, other than stocktransfer taxes, in each case in accordance with the terms and conditions of the Broker Program asmay be in effect from time to time. If the Company for any reason does not require the Optionee tomake a payment sufficient to satisfy such withholding requirements, any tax withholding paymentsmade by the Company to any federal, state or local tax authority with respect to the exercise ofthe Option shall constitute a personal obligation of the Optionee to the Company, payable upondemand or, at the option of the Company, by deduction from future compensation payable to theOptionee.          (c) Partial Exercise. To the extent otherwise exercisable, the Option may beexercised in whole or in part, except that the Option may in no event be exercised with respect tofractional shares.     5. Transfers. The Option is not transferable by the Optionee otherwise than by willor pursuant to the laws of descent and distribution in the event of the Optionee’s death, in whichevent the Option may be exercised by the heirs or legal representatives of the Optionee. TheOption may be exercised during the lifetime of the Optionee only by the Optionee. Any attempt atassignment, transfer, pledge or disposition of the Option contrary to the provisions hereof or thelevy of any execution, attachment or similar process upon the Option shall be null and void andwithout effect. Any exercise of the Option by a person other than the Optionee shall beaccompanied by appropriate proofs of the right of such person to exercise the Option.     6. Adjustments on Changes in Common Stock. In the event that dividends payable inCommon Stock during any fiscal year of the Company exceed in the aggregate five percent (5%)
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of theCommon Stock issued and outstanding at the beginning of the year, or in the event there is duringany fiscal year of the Company one or more splits, subdivisions or combinations of shares of CommonStock resulting in an increase or decrease by more than five percent (5%) of the shares of CommonStock outstanding at the beginning of the year, the number of Option Shares deliverable upon theexercise thereafter of the Option shall be increased or decreased proportionately, as the case maybe, without change in the aggregate purchase price payable upon exercise of the Option. CommonStock dividends, splits, subdivisions or combinations during any fiscal year which do not exceed inthe aggregate five percent (5%) of the Common Stock issued and outstanding at the beginning of suchyear shall not result in any adjustment under the Option. All adjustments shall be made as of theday such action necessitating such adjustment becomes effective.     7. Legal Requirements.          (a) Listing Requirements. If at any time the Board of Directors shall determine, inits discretion, that the listing, registration, or qualification of any of the Option Shares uponany securities exchange or under any state or federal law, or the consent or approval of anygovernmental regulatory body, is necessary or desirable as a condition of, or in connection with,the granting of the Option or the issue, transfer or purchase of Option Shares hereunder, theOption may not be exercised in whole or in part unless such listing, registration, qualification,consent, or approval shall have been effected or obtained free of any conditions not acceptable tothe Board of Directors.          (b) Securities Laws. The Company shall not be obligated to sell or issue any OptionShares in any manner in contravention of the Securities Act of 1933, as amended, or any statesecurities law. The Board of Directors or the Committee may, at any time, require, as a conditionto the exercise of the Option, the representation or agreement of the Optionee to the effect thatthe Option Shares issuable upon exercise of the Option are acquired by the Optionee for investmentpurposes and not with a view to the resale or distribution thereof, and may require such otherrepresentations and documents as may be required to comply with applicable securities laws.     8. Administration. The Option has been granted pursuant to, and is subject to theterms and provisions of, the Plan. All terms used herein which are defined in the Plan and nototherwise defined herein shall have the same meanings as in the Plan. To the extent that theprovisions hereof conflict with those of the Plan, the provisions of the Plan shall control. Alldecisions or interpretations made by the Committee (as designated under the Plan) regarding anyissue or question arising under the Option or the Plan shall be final, binding and conclusive onthe Company and the Optionee.     9. Rights as Stockholder. The Optionee shall have none of the rights of a stockholderwith respect to the Option Shares unless and until such Option Shares shall be issued to theOptionee upon the exercise of the Option. Except as provided in Paragraph 6 above, noadjustments shall be made for dividends or other rights for which the record date is prior tothe date the stock certificate is issued.
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     10. Continued Employment or Service. Nothing contained herein or in the Plan shallconfer any right to continue in the employ or service of the Company or any parent or subsidiary ofthe Company or interfere in any way with the right of the Company or any parent or subsidiary ofthe Company to terminate the employment, services, responsibilities or duties of the Optionee atany time for any reason whatsoever.     11. Sale of Option Shares. Unless otherwise provided by the Committee, no OptionShares acquired upon exercise of the Option may be sold or otherwise disposed of by the Optioneewithin six months from the Grant Date.     12. Notices. Any notice to be given to the Company hereunder shall be deliveredpersonally to the Secretary of the Company or mailed or delivered to the Company at its principalexecutive office, addressed to the attention of the Secretary, and any notice to be given to theOptionee hereunder shall be delivered personally or mailed or delivered to the Optionee at theaddress then appearing on the records of the Company. Such addresses may be changed at any time bynotice from one party to the other. Notices given hereunder shall be in writing, and shall bedeemed to have been duly given upon delivery thereof, if personally delivered, or three days afterbeing deposited in the United States mail, registered or certified mail, properly addressed, withproper postage and fees prepaid, or one day after being deposited with a delivery serviceguaranteeing overnight delivery, properly addressed, with fees paid by the sender.     13. Governing Law. This Agreement will be interpreted and enforced under the laws ofthe State of New York, other than any conflicts or choice of law rule or principle that mightotherwise refer construction or interpretation of this Agreement to the substantive law of anotherjurisdiction. The parties will submit any dispute or claim arising under this Agreement to theexclusive jurisdiction of the U.S. federal or New York state courts within the New York counties ofNew York, Nassau, or Suffolk, and the parties hereby submit to, and waive any objection to,personal jurisdiction and venue in such courts for such purpose.     14. Binding Effect. This agreement shall be binding upon and inure to the benefit ofthe parties hereto, including the successors and assigns of the Company and the heirs and personalrepresentatives of the Optionee.     15. Counterparts. This Agreement may be executed simultaneously in two or morecounterparts, each of which shall be deemed an original, but all of which together shall constituteone and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have entered into this Non-Qualified Stock Option Agreementas of the date set forth below.       OSI PHARMACEUTICALS, INC.               Name:    Title:              ACCEPTED BY (OPTIONEE):               Name:          Date  
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