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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009oro
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the transition period from       to
 Commission file number: 0-15190
 OSI PHARMACEUTICALS, INC.
 (Exact Name of Registrant as Specified in its Charter)
 Delaware
    
    13-3159796(State or other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)41 Pinelawn Road, Melville, N.Y.
    
    11747(Address of Principal Executive Offices)
    
    (Zip Code)
 (631) 962-2000
Securities Registered Pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which
registeredCommon Stock, par value $.01 per share 
Series SRPA Junior Participating 
Preferred Stock Purchase Rights
    
    The NASDAQ Stock Market LLC
 Securities Registered Pursuant to Section 12(g) of the Act: None  (Title of Class)
 þ o
 o þ
 þ o
 o o
 o
  large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
   TABLE OF CONTENTS
 PART IIIITEM 10.
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    1ITEM 11.
    EXECUTIVE COMPENSATION
    
    11ITEM 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    36ITEM 13.
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    40ITEM 14.
    PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    42PART IVITEM 15.
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    42EX-10.60EX-31.1EX-31.2
   ® ®
 i




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Name
    
    Age
    
    Position(s) with the CorporationRobert A. Ingram
    
    
    67
    
    
    Chairman of the BoardColin Goddard, Ph.D.
    
    
    50
    
    
    Director and CEOSanto J. Costa
    
    
    64
    
    
    DirectorJoseph Klein, III.
    
    
    49
    
    
    DirectorKenneth B. Lee, Jr.
    
    
    62
    
    
    DirectorViren Mehta
    
    
    60
    
    
    DirectorDavid W. Niemiec
    
    
    60
    
    
    DirectorHerbert M. Pinedo, M.D., Ph.D.
    
    
    66
    
    
    DirectorKatharine B. Stevenson
    
    
    47
    
    
    DirectorJohn P. White
    
    
    63
    
    
    Director
 Biographical Information Regarding Directors
 Robert A. Ingram




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Colin Goddard, Ph.D.
 Santo J. Costa
 Joseph Klein, III ,
 2




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Kenneth B. Lee, Jr
 Viren Mehta
 3




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David W. Niemiec
 Herbert M. Pinedo, M.D., Ph.D.
 Katharine B. Stevenson
 4




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John P. White
 Other Information Regarding Directors
  5




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Executive Officers
  Name
    
    Age
    
    Position(s)Colin Goddard, Ph.D.
    
    
    50
    
    
    Chief Executive Officer since October
1998; Board member since October 1998;
Chairman of the Board from August 2000
to January 2003; President from
September 1997 to September 2000;
Executive Vice President and Chief
Operating Officer from September 1996 to
September 1997; Vice President, Research
Operations from April 1995 to
September 1996; Vice President, Research
Operations, Pharmaceutical Division from
December 1993 to April 1995; Director,
Pharmaceutical Operations from April
1993 to December 1993; Director, Drug
Discovery from April 1992 to April 1993;
Program Manager, Drug Discovery from
April 1991 to April 1992; Staff
Scientist from January 1989 to March
1991.Linda E. Amper, Ph.D.
    
    
    53
    
    
    Senior Vice President, Human Resources
since October 2007; Vice President,
Business Administration and Human
Resources from March 2002 to October
2007; Vice President, Human Resources
and Administration from April 2001 to
March 2002.Angela M. Davies, M.D., FRCPC
    
    
    40
    
    
    Senior Vice President, Chief Medical
Officer, Oncology since April 2010; Vice
President of Clinical Research from
August 2009 to March 2010; Senior
Director, Clinical Development from
February 2008 to August 2009.David M. Epstein, Ph.D.
    
    
    51
    
    
    Senior Vice President, Chief Scientific
Officer, Oncology since April 2010;
Senior Vice President, Oncology Research
from October 2007 to March 2010; Vice
President, Research and Preclinical
Development from April 2006 to October
2007.Pierre Legault
    
    
    49
    
    
    Executive Vice President, Chief
Financial Officer and Treasurer since
December 2008.Gabriel Leung
    
    
    48
    
    
    Executive Vice President and President,
Pharmaceutical Business since June 2009;
President, (OSI) Oncology from April
2005 to June 2009; Executive Vice
President since May 2003.Anker Lundemose, M.D., Ph.D., D.Sc.
    
    
    48
    
    
    Executive Vice President, Corporate
Development and Strategic Planning since
September 2009; Executive Vice President
and President of (OSI) Prosidion from
April 2005 to August 2009; CEO of
Prosidion from February 2003 to April
2005.Jonathan Rachman, MBChB, DPhil, MRCP
    
    
    44
    
    
    Senior Vice President, Research and
Development, Diabetes and Obesity since
September 2009; Senior Vice President,
Development for Prosidion and Vice
President, Clinical Development from
April 2005 to August 2009.
 6




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##### Table of Contents



Name
    
    Age
    
    Position(s)Robert L. Simon
    
    
    65
    
    
    Executive Vice President, Pharmaceutical
Development and Technical Operations
since August 2009; Executive Vice
President, Pharmaceutical Manufacturing
and Development from June 2007 to August
2009; Executive Vice President,
Chemistry, Development and Manufacturing
from December 2006 to June 2007;
Executive Vice President, Core
Development and Manufacturing from April
2005 to December 2006; Vice President,
Global Regulatory Affairs and CMC from
January 2002 to April 2005.Barbara A. Wood, Esq
    
    
    48
    
    
    Senior Vice President since October
2007; Vice President from April 2001 to
October 2007; General Counsel since
April 2001; Secretary since January
2004.
 Biographical Information Regarding Executive Officers
  Colin Goddard, Ph.D.
 Linda E. Amper, Ph.D. ,
 Angela M. Davies, M.D., FRCPC ,
 David M. Epstein, Ph.D.
 7




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Pierre Legault
 Gabriel Leung ® ®
 Anker Lundemose, M.D., Ph.D., D.Sc. (Medicine) ,
 8




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Jonathan Rachman, MBChB, DPhil, MRCP , ®
 Robert L. Simon
 Barbara A. Wood, Esq. ,
 Code of Conduct
   9




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www.osip.com
 Audit Committee
   Section 16(a) Beneficial Ownership Reporting Compliance
   Shareholder Nominating Procedures
  10




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ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
  Executive Compensation Policies
   
    
    We promote a pay for performance culture by providing a compensation structure
which effectively distinguishes between different levels of performance. Annual
performance-based and long-term incentive compensation together comprise the majority
of compensation paid to our executive officers, including our NEOs.
    
    Compensation is based on the achievement of clearly defined corporate and individual
goals developed in support of the key objectives and goals outlined in our annual
business plan. The corporate component of compensation is more heavily weighted for
executive officers, including our NEOs, as they have a greater ability to influence our
companys results.
    
    We strive to make our compensation decisions transparent by communicating openly
with our employees regarding our compensation process, pay structure and performance
objectives.
    
    We seek to offer levels of compensation that are competitive with the compensation
paid by our peer group of companies for comparable responsibilities and positions.
    
    Our compensation policies provide our executive officers, including our NEOs, with
incentives to remain with the company to meet our long-term goals and increase
shareholder value.
 Oversight of Our Executive Compensation Program
   11




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##### Table of Contents



Independent Compensation Consultant
   Review of Total Compensation for Peer Group
    
    
    Abraxis BioScience, LLC
    
    Acorda Therapeutics, Inc.
    
    Affymetrix, Inc.
    
    Alexion Pharmaceuticals, Inc.
    
    Alkermes, Inc.
    
    Amylin Pharmaceuticals, Inc.
    
    BioMarin Pharmaceutical Inc.
    
    Celgene Corporation
    
    Cubist Pharmaceuticals, Inc.
    
    Human Genome Sciences, Inc.
    
    Onyx Pharmaceuticals, Inc.
    
    Regeneron Pharmaceuticals, Inc.
    
    The Medicines Co.
    
    Theravance, Inc.
    
    Vertex Pharmaceuticals Incorporated
  12




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th
 Elements of Executive Compensation Program for 2009
  
    
    annual base salary;
    
    annual performance bonus payable in cash;
    
    long-term incentives provided in the form of annual equity awards; and
    
    benefits and perquisites.
   Base Salary
  th th th th th
 13




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##### Table of Contents



Annual Performance Bonus
   Proportion of
    
    Proportion ofTarget Based on
    
    Target Based onBonus Target
    
    Corporate
    
    IndividualNamed Executive Officer
    
    (% of Base Salary)
    
    Performance
    
    PerformanceColin Goddard, Ph.D.
    
    
    100
    %(1)
    
    
    100
    %
    
    
    Pierre Legault
    
    
    55
    %(2)
    
    
    85
    %
    
    
    15
    %Gabriel Leung
    
    
    50
    %
    
    
    80
    %
    
    
    20
    %Robert L. Simon
    
    
    50
    %
    
    
    80
    %
    
    
    20
    %Linda E. Amper, Ph.D.
    
    
    40
    %
    
    
    75
    %
    
    
    25
    %Anker Lundemose, M.D., Ph.D., D.Sc.
    
    
    50
    %
    
    
    80
    %
    
    
    20
    %
 
 (1)
    
    Dr. Goddards target bonus is set at 100% of his base salary pursuant to the terms of his
employment agreement.(2)
    
    Mr. Legaults target bonus is set at 55% of his base salary, and the proportion of his target
bonus that is based on corporate performance is set at 85%, pursuant to the terms of his
employment agreement.  Corporate Performance Goals.
 14




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
    
    Together with our partners for Tarceva, Genentech and Roche, achieve global sales
and U.S. sales targets for Tarceva;
    
    Achieve 10% or better 2009 adjusted earnings per share growth rate from continuing
operations;
    
    Rigorously defend our Tarceva intellectual property against an increasingly
aggressive generics industry;
    
    Prosecute the patent reissue for Tarceva;
    
    Complete the supplemental new drug application based on the SATURN study, a
double-blind randomized Phase III study to evaluate the efficacy of Tarceva as a
maintenance therapy;
    
    Advance the research and development program focused on OSI-906 (an insulin-like
growth factor 1 receptor/inhibitor);
    
    Continue implementation of the comprehensive and integrated program focused on
OSI-027 (a next generation inhibitor of mammalian target of rapamycin kinase signaling)
development;
    
    Advance PSN821 (a small molecule drug with potential anti-diabetic and appetite
suppressing effects) and PSN602 (a novel dual serotonin and noradrenaline reuptake
inhibitor) to first-in-man Phase I and Phase II clinical studies;
    
    Complete the selection of an appropriate site and implement our consolidation to our
new facility in Ardsley, New York;
    
    Complete strategic partnerships to support research and development efforts; and
    
    Survey potential acquisition opportunities and seek revenues from supplementary
partnering and outlicensing activities.
   
    
    Global sales of Tarceva for 2009 were $1.203 billion, 99% of our target global sales
goal, although the U.S. sales of Tarceva were $479 million, or 93% of our target;
    
    We exceeded our 10% or better adjusted earnings per share growth rate goal from
continuing operations for 2009;
 15




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
    
    We commenced litigation against Teva Pharmaceuticals, U.S.A., Inc. and Mylan
Pharmaceuticals, Inc. for infringement of our three Tarceva U.S. patents and commenced
litigation, together with Roche, against CIPLA, Ltd. to enforce our composition of
matter patent in India;
    
    We received re-issue of the composition of matter patent for Tarceva in the United
States;
    
    We filed a supplemental new drug application for a first-line maintenance indication
for Tarceva based on the results of our SATURN study, although the U.S. Food and Drug
Administrations Oncologic Drug Advisory Committee recommended against approval of
Tarceva for first-line maintenance use in people with advanced or metastatic non-small
cell lung cancer whose cancer has not progressed following first-line treatment with
platinum-based chemotherapy at their December 16, 2009 meeting;
    
    Solid progress was made on all our key pipeline programs and development plans
including initiation and continuation of Phase II programs for OSI-906, although we did
not achieve our goals for certain of our clinical programs, and our development program
for PSN602 was discontinued;
    
    We achieved our key EMT target selection goals;
    
    We announced our plan to consolidate our U.S. operations and completed the purchase
of property, consisting of a 43 acre pre-existing research and development campus,
located in Ardsley, New York, and achieved a 71% commitment from employees across the
company to relocate to this facility;
    
    We expanded our drug discovery and translational research collaboration with AVEO
Pharmaceuticals, Inc. to validate cancer targets and deploy key elements of AVEOs
proprietary translational research platform in support of our clinical development
programs;
    
    We entered into a strategic relationship with HBM Partners, AG, an affiliate of HBM
BioVentures AG, to collaborate on venture and strategic investments; and
    
    We completed a strategic partnership with Simcere Pharmaceutical Co., Ltd. to
develop, manufacture and market OSI-930 in China.
  Individual Performance Goals.
   16




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Calculation of Annual Performance Bonus Amounts.
 th th th
 Equity Awards
  th th th
 th
 17




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Commitment Bonuses and Retention Benefits Related to the Consolidation and Relocation of our U.S.
Facilities
  Benefits and Perquisites
   Severance Benefits
   18




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Compensation Committee Policy Regarding Change of Control Severance Payments
  Other Matters
 Share Retention Guidelines; Prohibition on Hedging or Pledging Stock Ownership
  Position
    
    Required Ownership MultipleChief Executive Officer & President
    
    Three times annual base salaryExecutive Vice Presidents
    
    One and a half times annual base salarySenior Vice Presidents
    
    One times annual base salary
  Deductibility Cap on Executive Compensation
  19




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Compensation Committee Report
  Santo J. Costa, Chair of the Compensation CommitteeRobert A. IngramViren MehtaKatharine B. Stevenson
 20




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Executive Compensation Tables
 Summary Compensation Table
  Summary Compensation Table
For the Years Ended December 31, 2009, 2008 and 2007
 Stock
    
    Option
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)(a)
    
    ($)(b)
    
    ($)(c)
    
    ($)
    
    ($)Colin Goddard, Ph.D.
    
    
    2009
    
    
    
    652,308
    
    
    
    608,000
    
    
    
    1,245,736
    
    
    
    2,470,500
    
    
    
    12,461
    (d)
    
    
    4,989,005Chief Executive Officer and Director
    
    
    2008
    
    
    
    652,214
    
    
    
    705,000
    
    
    
    840,500
    
    
    
    2,218,050
    
    
    
    11,576
    (d)
    
    
    4,427,3402007
    
    
    
    623,077
    
    
    
    900,000
    
    
    
    993,090
    
    
    
    1,281,166
    
    
    
    17,950
    (e)
    
    
    3,815,283Pierre Legault (f)
    
    
    2009
    
    
    
    450,000
    
    
    
    499,860
    (g)
    
    
    886,525
    
    
    
    2,961,290
    
    
    
    118,474
    (h)
    
    
    4,916,149Executive Vice President, Chief Financial
    
    
    2008
    
    
    
    5,192
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,574
    (i)
    
    
    149,766Officer and Treasurer
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert L. Simon
    
    
    2009
    
    
    
    415,000
    
    
    
    425,200
    (j)
    
    
    283,200
    
    
    
    399,120
    
    
    
    86,031
    (k)
    
    
    1,608,551Executive Vice President, Pharmaceutical
    
    
    2008
    
    
    
    393,300
    
    
    
    223,000
    
    
    
    336,200
    
    
    
    985,800
    
    
    
    85,760
    (l)
    
    
    2,024,060Development and Technical Operations
    
    
    2007
    
    
    
    375,823
    
    
    
    221,500
    
    
    
    346,754
    
    
    
    450,970
    
    
    
    111,871
    (m)
    
    
    1,506,918Gabriel Leung
    
    
    2009
    
    
    
    455,000
    
    
    
    445,900
    (n)
    
    
    237,180
    
    
    
    332,600
    
    
    
    12,323
    (d)
    
    
    1,483,003Executive Vice President and President,
    
    
    2008
    
    
    
    438,300
    
    
    
    235,000
    
    
    
    262,236
    
    
    
    788,640
    
    
    
    11,687
    (d)
    
    
    1,735,863Pharmaceutical Business
    
    
    2007
    
    
    
    427,692
    
    
    
    235,000
    
    
    
    283,740
    
    
    
    368,976
    
    
    
    21,596
    (o)
    
    
    1,337,004Linda E. Amper, Ph.D.
    
    
    2009
    
    
    
    300,000
    
    
    
    285,500
    (p)
    
    
    237,180
    
    
    
    332,600
    
    
    
    12,368
    (d)
    
    
    1,167,648Senior Vice President, Human Resources
    
    
    2008
    
    
    
    285,300
    
    
    
    126,000
    
    
    
    201,720
    
    
    
    591,480
    
    
    
    11,570
    (d)
    
    
    1,216,0702007
    
    
    
    266,808
    
    
    
    123,000
    
    
    
    260,095
    
    
    
    338,228
    
    
    
    21,493
    (q)
    
    
    1,009,624Anker Lundermose, M.D., Ph.D., D.Sc. (r)
    
    
    2009
    
    
    
    369,576
    
    
    
    180,528
    
    
    
    237,180
    
    
    
    332,600
    
    
    
    45,871
    (s)
    
    
    1,165,755Executive Vice President, Corporate
    
    
    2008
    
    
    
    415,903
    
    
    
    240,942
    
    
    
    262,236
    
    
    
    788,640
    
    
    
    52,393
    (t)
    
    
    1,760,114Development and Strategic Planning
    
    
    2007
    
    
    
    411,456
    
    
    
    242,859
    
    
    
    346,754
    
    
    
    451,000
    
    
    
    88,352
    (u)
    
    
    1,540,421
 
 (a)
    
    For the 2007 calendar year, we paid annual bonuses to all employees in December. Starting
with the 2008 calendar year, we changed the timing of our annual bonus payments to February of
the following year. The amounts shown for 2009 and 2008 represent the bonus accrued as of the
calendar year, but not paid until the following year. See the Compensation Discussion and
Analysis  Elements of Executive Compensation Program for 2009  Annual Performance Bonus
section in Part III, Item 11 of this Amendment for a discussion of how the bonus amounts were
determined.(b)
    
    Stock awards consist of grants of restricted stock and restricted stock units. The amounts
reflected in this column represent the aggregate grant date fair value computed in accordance
with FASB ASC Topic 718, or the closing price of the stock on the date of the award.(c)
    
    The amounts reflected in this column represent the aggregate grant date fair value computed
in accordance with FASB ASC Topic 718. To determine the value of stock option awards, we use
a Black Scholes pricing model to value stock options at the time of their grant. This model
requires us to estimate the future value of our stock price based in part on the historic
price volatility of our stock. See Note 18 to our consolidated financial statements in Item 8
of our Annual Report on Form 10-K, as amended, Consolidated Financial Statements  Notes to
Consolidated Financial Statements  Stockholders Equity, for details as to the assumptions
used to determine the fair value of equity awards. 21




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(d)
    
    Represents a 401(k) plan match.(e)
    
    Consists of a car allowance of $5,830, a 401(k) plan match of $11,357 and expenses of $763 to
repair a home security system.(f)
    
    Mr. Legault commenced his employment as our Executive Vice President, CFO and Treasurer
effective December 29, 2008.(g)
    
    Consists of an annual bonus of $274,860 and a commitment bonus payment of $225,000 discussed
in further detail in the Compensation Discussion and Analysis  Elements of Executive
Compensation Program for 2009  Commitment Bonuses and Retention Benefits Related to the
Consolidation and Relocation of our U.S. Facilities section in Part III, Item 11 of this
Amendment.(h)
    
    Consists of a 401(k) plan match of $13,875 and reimbursement of relocation expense of
$104,599 (including a $43,388 gross-up for taxes).(i)
    
    Represents reimbursement of relocation expenses of $134,615 and legal expenses of $9,959.(j)
    
    Consists of an annual bonus of $217,700 and a commitment bonus payment of $207,500 discussed
in further detail in the Compensation Discussion and Analysis  Elements of Executive
Compensation Program for 2009  Commitment Bonuses and Retention Benefits Related to the
Consolidation and Relocation of our U.S. Facilities section in Part III, Item 11 of this
Amendment.(k)
    
    Consists of a 401(k) plan match of $12,288 and relocation expenses of $73,743 (including a
$23,743 gross-up for taxes).(l)
    
    Consists of a 401(k) plan match of $11,508, relocation expenses of $74,051 (including a
$24,051 gross-up for taxes) and $201 of travel-related perquisites.(m)
    
    Consists of a 401(k) plan match of $11,350, relocation expenses of $94,654 (including a
$26,810 gross-up for taxes) and a car allowance of $5,867.(n)
    
    Consists of an annual bonus of $218,400 and a commitment bonus payment of $227,500 discussed
in further detail in the Compensation Discussion and Analysis  Elements of Executive
Compensation Program for 2009  Commitment Bonuses and Retention Benefits Related to the
Consolidation and Relocation of our U.S. Facilities section in Part III, Item 11 of this
Amendment.(o)
    
    Consists of a 401(k) plan match of $10,210 and a car allowance of $11,386.(p)
    
    Consists of an annual bonus of $135,500 and a commitment bonus payment of $150,000 discussed
in further detail in the Compensation Discussion and Analysis  Elements of Executive
Compensation Program for 2009  Commitment Bonuses and Retention Benefits Related to the
Consolidation and Relocation of our U.S. Facilities section in Part III, Item 11 of this
Amendment.(q)
    
    Consists of a 401(k) plan match of $11,283 and a car allowance of $10,210.(r)
    
    Compensation amounts have been converted from British Pounds Sterling to U.S. dollars using
the average exchange rate for the year ended December 31, 2009, 2008 and 2007 of U.S. $1.57,
$1.85 and $2.00 per £1, respectively.(s)
    
    Consists of a retirement plan contribution of $44,349, tax services of $270 and telephone
expenses of $1,252.(t)
    
    Consists of a retirement plan contribution of $49,907, tax services of $980 and telephone
expenses of $1,506. 22




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(u)
    
    Consists of a car allowance of $28,902, retirement plan contribution of $49,375, tax services
of $8,016 and telephone expenses of $2,059. Employment Agreements with Named Executive Officers
  Colin Goddard, Ph.D.
  Pierre Legault
  Gabriel Leung
  Robert L. Simon
  23




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Anker Lundemose, M.D., Ph.D., D.Sc.
  Linda E. Amper, Ph.D.
  24




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Grants of Plan-Based Awards
  Grants of Plan-Based Awards
For the Year Ended December 31, 2009
 All Other
    
    All OtherStock Awards:
    
    Option Awards:
    
    Exercise orNumber of
    
    Number of
    
    Base Price
    
    Grant DateShares of
    
    Shares of
    
    of Option
    
    Fair Value ofStock or
    
    Stock or
    
    Awards
    
    Stock and OptionName
    
    Grant Date
    
    Units (#)
    
    Units (#)
    
    ($/sh)(a)
    
    Awards $ (b)Colin Goddard, Ph.D.
    
    
    12/1/2009
    
    
    
    200
    (c)
    
    
    
    
    
    
    
    
    
    
    6,73612/15/2009
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    1,239,00012/15/2009
    
    
    
    
    
    
    
    135,000
    (e)
    
    
    35.40
    
    
    
    2,470,500Pierre Legault (d)
    
    
    1/2/2009
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    
    497,1251/2/2009
    
    
    
    
    
    
    
    125,000
    (f)
    
    
    39.77
    
    
    
    2,412,50012/15/2009
    
    
    
    11,000
    
    
    
    
    
    
    
    
    
    
    
    389,40012/15/2009
    
    
    
    
    
    
    
    33,000
    (g)
    
    
    35.40
    
    
    
    548,790Robert L. Simon
    
    
    12/15/2009
    
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    283,20012/15/2009
    
    
    
    
    
    
    
    24,000
    (g)
    
    
    35.40
    
    
    
    399,120Gabriel Leung
    
    
    12/15/2009
    
    
    
    6,700
    
    
    
    
    
    
    
    
    
    
    
    237,18012/15/2009
    
    
    
    
    
    
    
    20,000
    (g)
    
    
    35.40
    
    
    
    332,600Linda E. Amper, Ph.D.
    
    
    12/15/2009
    
    
    
    6,700
    
    
    
    
    
    
    
    
    
    
    
    237,18012/15/2009
    
    
    
    
    
    
    
    20,000
    (g)
    
    
    35.40
    
    
    
    332,600Anker Lundermose, M.D., Ph.D., D.Sc.
    
    
    12/15/2009
    
    
    
    6,700
    
    
    
    
    
    
    
    
    
    
    
    237,18012/15/2009
    
    
    
    
    
    
    
    20,000
    (g)
    
    
    35.40
    
    
    
    332,600
 
 (a)
    
    The exercise price was determined by using the market price for our common stock at the close
of business on the grant date.(b)
    
    See Note 18 to our consolidated financial statements in Item 8 of this Annual Report on Form
10-K, as amended, Consolidated Financial Statements  Notes to Consolidated Financial
Statements  Stockholders Equity, for details as to the assumptions used to determine the
fair value of equity awards.(c)
    
    Represents an award of common stock provided to all employees upon completion of 20 years of
service with our company.(d)
    
    As discussed above, Mr. Legault received his initial equity grants on January 2, 2009.(e)
    
    The grant has a term of ten years and vests at a rate of one-third of the total grant on each
of the third, fourth and fifth anniversaries of the grant date.(f)
    
    The grant has a term of seven years and vests at a rate of one-third of the total grant on
each of the third, fourth and fifth anniversaries of the grant date.(g)
    
    The grants have a ten year term and vest at a rate of 25% each year.   25




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year End
  Outstanding Equity Awards
For Fiscal Year Ended December 31, 2009
 Option AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    Stock AwardsSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market Value ofUnderlying
    
    Underlying
    
    Option
    
    
    
    
    
    Number of Shares or
    
    Shares or Units ofUnexercised Options
    
    Unexercised Options
    
    Exercise
    
    Option Expiration
    
    Units of Stock That
    
    Stock That Have NotName
    
    (#) Exercisable
    
    (#) Unexercisable
    
    Price ($)
    
    Date
    
    Have Not Vested (#)
    
    Vested ($)(a)Colin Goddard, Ph.D.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,175
    (b)
    
    
    129,676
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,132
    (c)
    
    
    97,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,500
    (d)
    
    
    326,130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,750
    (e)
    
    
    582,375
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    (f)
    
    
    1,087,100100,000
    
    
    
    
    
    
    
    23.25
    
    
    
    06/21/10
    
    
    
    
    
    
    
    45,000
    
    
    
    
    
    
    
    51.80
    
    
    
    06/13/11
    
    
    
    
    
    
    
    51,430
    
    
    
    
    
    
    
    21.55
    
    
    
    06/12/12
    
    
    
    
    
    
    
    60,700
    
    
    
    
    
    
    
    30.74
    
    
    
    06/24/13
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    67.63
    
    
    
    06/16/14
    
    
    
    
    
    
    
    46,960
    
    
    
    
    
    
    
    38.01
    
    
    
    06/14/12
    
    
    
    
    
    
    
    37,500
    
    
    
    12,500
    (g)
    
    
    29.77
    
    
    
    06/12/13
    
    
    
    
    
    
    
    28,125
    
    
    
    9,375
    (h)
    
    
    37.74
    
    
    
    12/12/13
    
    
    
    
    
    
    
    31,250
    
    
    
    31,250
    (i)
    
    
    47.29
    
    
    
    12/11/14
    
    
    
    
    
    
    
    
    
    
    
    135,000
    (j)
    
    
    33.62
    
    
    
    12/15/15
    
    
    
    
    
    
    
    
    
    
    
    135,000
    (k)
    
    
    35.40
    
    
    
    12/15/19
    
    
    
    
    
    
    
    Pierre Legault
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    (l)
    
    
    388,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,000
    (f)
    
    
    341,660
    
    
    
    125,000
    (m)
    
    
    39.77
    
    
    
    01/01/16
    
    
    
    
    
    
    
    
    
    
    
    33,000
    (n)
    
    
    35.40
    
    
    
    12/15/19
    
    
    
    
    
    
    
    Robert L. Simon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,250
    (b)
    
    
    38,825
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    938
    (c)
    
    
    29,134
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,667
    (d)
    
    
    113,897
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    (e)
    
    
    232,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000
    (f)
    
    
    248,48044,000
    
    
    
    
    
    
    
    45.01
    
    
    
    01/02/12
    
    
    
    
    
    
    
    2,300
    
    
    
    
    
    
    
    21.55
    
    
    
    06/12/12
    
    
    
    
    
    
    
    23,600
    
    
    
    
    
    
    
    30.74
    
    
    
    06/24/13
    
    
    
    
    
    
    
    17,200
    
    
    
    
    
    
    
    67.63
    
    
    
    06/16/14
    
    
    
    
    
    
    
    21,850
    
    
    
    
    
    
    
    38.01
    
    
    
    06/14/12
    
    
    
    
    
    
    
    11,250
    
    
    
    3,750
    (g)
    
    
    29.77
    
    
    
    06/12/13
    
    
    
    
    
    
    
    8,437
    
    
    
    2,813
    (h)
    
    
    37.74
    
    
    
    12/12/13
    
    
    
    
    
    
    
    11,000
    
    
    
    11,000
    (i)
    
    
    47.29
    
    
    
    12/11/14
    
    
    
    
    
    
    
    
    
    
    
    60,000
    (j)
    
    
    33.62
    
    
    
    12/15/15
    
    
    
    
    
    
    
    
    
    
    
    24,000
    (n)
    
    
    35.40
    
    
    
    12/15/19
    
    
    
    
    
    
    
    
 26




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##### Table of Contents



Option AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    Stock AwardsSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market Value ofUnderlying
    
    Underlying
    
    Option
    
    
    
    
    
    Number of Shares or
    
    Shares or Units ofUnexercised Options
    
    Unexercised Options
    
    Exercise
    
    Option Expiration
    
    Units of Stock That
    
    Stock That Have NotName
    
    (#) Exercisable
    
    (#) Unexercisable
    
    Price ($)
    
    Date
    
    Have Not Vested (#)
    
    Vested ($)(a)Gabriel Leung
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,675
    (b)
    
    
    52,026
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,675
    (c)
    
    
    52,026
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    (d)
    
    
    93,180
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,850
    (e)
    
    
    181,701
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,700
    (f)
    
    
    208,10225,761
    
    
    
    
    
    
    
    23.85
    
    
    
    05/20/13
    
    
    
    
    
    
    
    28,472
    
    
    
    
    
    
    
    30.74
    
    
    
    06/24/13
    
    
    
    
    
    
    
    26,200
    
    
    
    
    
    
    
    67.63
    
    
    
    06/16/14
    
    
    
    
    
    
    
    36,430
    
    
    
    
    
    
    
    38.01
    
    
    
    06/14/12
    
    
    
    
    
    
    
    15,000
    
    
    
    5,000
    (g)
    
    
    29.77
    
    
    
    06/12/13
    
    
    
    
    
    
    
    15,000
    
    
    
    5,000
    (h)
    
    
    37.74
    
    
    
    12/12/13
    
    
    
    
    
    
    
    9,000
    
    
    
    9,000
    (i)
    
    
    47.29
    
    
    
    12/11/14
    
    
    
    
    
    
    
    
    
    
    
    48,000
    (j)
    
    
    33.62
    
    
    
    12/15/15
    
    
    
    
    
    
    
    
    
    
    
    20,000
    (n)
    
    
    35.40
    
    
    
    12/15/19
    
    
    
    
    
    
    
    Linda E. Amper, Ph.D.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    825
    (c)
    
    
    25,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,750
    (d)
    
    
    85,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500
    (e)
    
    
    139,770
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,700
    (f)
    
    
    208,10213,900
    
    
    
    
    
    
    
    67.63
    
    
    
    06/16/14
    
    
    
    
    
    
    
    7,370
    
    
    
    
    
    
    
    38.01
    
    
    
    06/14/12
    
    
    
    
    
    
    
    11,500
    
    
    
    
    
    
    
    23.83
    
    
    
    11/30/12
    
    
    
    
    
    
    
    7,500
    
    
    
    2,500
    (h)
    
    
    37.74
    
    
    
    12/12/13
    
    
    
    
    
    
    
    8,250
    
    
    
    8,250
    (i)
    
    
    47.29
    
    
    
    12/11/14
    
    
    
    
    
    
    
    
    
    
    
    36,000
    (j)
    
    
    33.62
    
    
    
    12/15/15
    
    
    
    
    
    
    
    
    
    
    
    20,000
    (n)
    
    
    35.40
    
    
    
    12/15/19
    
    
    
    
    
    
    
    Anker Lundermose, M.D., Ph.D., D.Sc.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,675
    (b)
    
    
    52,026
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,675
    (c)
    
    
    52,026
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,667
    (d)
    
    
    113,897
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,850
    (e)
    
    
    181,701
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,700
    (f)
    
    
    208,10215,200
    
    
    
    
    
    
    
    35.10
    
    
    
    02/10/14
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    48.30
    
    
    
    03/07/15
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    38.01
    
    
    
    06/14/12
    
    
    
    
    
    
    
    13,000
    
    
    
    5,000
    (g)
    
    
    29.77
    
    
    
    06/12/13
    
    
    
    
    
    
    
    15,000
    
    
    
    5,000
    (h)
    
    
    37.74
    
    
    
    12/12/13
    
    
    
    
    
    
    
    11,000
    
    
    
    11,000
    (i)
    
    
    47.29
    
    
    
    12/12/14
    
    
    
    
    
    
    
    
    
    
    
    48,000
    (j)
    
    
    33.62
    
    
    
    12/15/15
    
    
    
    
    
    
    
    
    
    
    
    20,000
    (n)
    
    
    35.40
    
    
    
    12/15/19
    
    
    
    
    
    
    
    
 
 (a)
    
    Based on the closing price of our common stock reported on the Nasdaq Global Select Market on
December 31, 2009 of $31.06.(b)
    
    Represents the unvested portion of restricted stock granted on July 14, 2006. The unvested
restricted stock will vest on July 14, 2010.(c)
    
    Represents the unvested portion of RSUs granted on December 13, 2006. The unvested RSUs will
vest on December 13, 2010.(d)
    
    Represents the unvested portion of RSUs granted on December 12, 2007. The unvested RSUs vest
at a rate of 50% per year, with vesting dates of December 12, 2010 and 2011.(e)
    
    Represents the unvested portion of RSUs granted on December 16, 2008. The unvested RSUs vest
at a rate of one-third per year, with vesting dates of December 16, 2010, 2011 and 2012.(f)
    
    Represents the unvested portion of RSUs granted on December 15, 2009. The unvested RSUs vest
at a rate of 25% per year, with vesting dates of December 15, 2010, 2011, 2012 and 2013. 27




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##### Table of Contents



(g)
    
    These stock options vest on June 13, 2010.(h)
    
    These stock options vest on December 13, 2010.(i)
    
    These stock options vest at a rate of 50% per year, with vesting dates of December 12, 2010
and 2011.(j)
    
    These stock options vest at a rate of one-third of the total grant on each of the third,
fourth and fifth anniversaries of the grant date, with vesting dates of December 16, 2011,
2012, and 2013.(k)
    
    These stock options vest at a rate of one-third of the total grant on each of the third,
fourth and fifth anniversaries of the grant date, with vesting dates of December 16, 2012,
2013, and 2014.(l)
    
    Represents the unvested portion of the initial equity grants awarded to Mr. Legault on
January, 2, 2009. The unvested RSUs vest at a rate of 25% per year, with vesting dates of
January 2, 2010, 2011, 2012 and 2013.(m)
    
    Represents the initial grant of stock options received by Mr. Legault on January 2, 2009.
These stock options vest at a rate of one-third of the total grant on each of the third,
fourth and fifth anniversaries of the grant date, with vesting dates of January 2, 2012, 2013,
and 2014.(n)
    
    These stock options vest at a rate of 25% each year, with vesting dates of December 15, 2010,
2011, 2012 and 2013. Option Exercises and Stock Vested
  Option Exercises and Stock Vested
For Fiscal Year Ended December 31, 2009
 Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized
    
    Acquired on
    
    Value RealizedExercise
    
    on Exercise
    
    Vesting
    
    on VestingName
    
    (#)
    
    ($)(a)
    
    (#)
    
    ($)(b)Colin Goddard, Ph.D.
    
    
    
    
    
    
    
    
    
    
    18,806
    
    
    
    623,639Pierre Legault (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert L. Simon
    
    
    3,450
    
    
    
    67,904
    
    
    
    6,520
    
    
    
    216,458Gabriel Leung
    
    
    
    
    
    
    
    
    
    
    6,800
    
    
    
    225,353Linda E. Amper, Ph.D.
    
    
    
    
    
    
    
    
    
    
    3,700
    
    
    
    125,785Anker Lundermose, M.D., Ph.D., D.Sc.
    
    
    2,000
    
    
    
    22,960
    
    
    
    7,133
    
    
    
    236,925
 
 (a)
    
    The amounts shown in this column represent the difference between the option exercise price
and the market price on the date of exercise and sale.(b)
    
    The value realized is calculated by multiplying the number of vested shares or units times
the closing price of our common stock on the applicable vesting date.(c)
    
    Mr. Legault received his initial equity grants on January 2, 2009, and therefore did not have
any grants vest during 2009. 28




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##### Table of Contents



Nonqualified Deferred Compensation
  Nonqualified Deferred Compensation
For Fiscal Year Ended December 31, 2009
 Executive
    
    Registrant
    
    
    
    
    
    AggregateContributions in
    
    Contributions in
    
    Aggregate Earnings
    
    Withdrawals/
    
    Aggregate BalanceName
    
    Last FY ($)
    
    last FY ($)
    
    in Last FY ($)
    
    Distributions ($)
    
    at Last FYE ($)Pierre Legault.
    
    
    21,562
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
21,562
 
 (1)
    
    This amount is included in salary reported in the Summary Compensation Table. The
nonqualified deferred compensation plan permits the deferral of up to 80% of a participants
salary and up to 95% of a participants annual bonus. Participants may choose from a
selection of investment options, which may be changed at any time. Investment rates are based
upon individual fund performance. Participants may elect to receive in-service distributions,
or receive payouts upon separation from service, retirement, death, disability or a change of
control. Payments are made in a lump sum or installments (between 2 and 15 years), except for
a distribution upon a change of control, which is a lump sum only. Potential Payments Upon Termination or Change of Control
  Payments Made Upon Termination.
 Payments Made Upon Death or Disability.
 Potential Payments Upon Termination for Good Reason, Without Cause or Upon a Change of
Control.
  29




---



##### Table of Contents



Vesting of Equity Upon a Change of Control or Other Events.
 30




---



##### Table of Contents



Potential Payments Upon Termination or Change of Control
  Value ofAcceleratedCash Severance

    
    Medical

    
    EquityPayment

    
    Continuation

    
    AwardsName
    
    Basis for Termination
    
    ($)(a)

    
    ($)

    
    ($)(b)Colin Goddard, Ph.D. (c)
    
    Separation without cause/ for good reason
    
    
    2,609,232
    (d)
    
    
    59,436
    
    
    
    2,495,180Change of control
    
    
    2,609,232
    (d)
    
    
    59,436
    
    
    
    2,495,180Retirement
    
    
    652,308
    (e)
    
    
    
    
    
    
    Death or disability
    
    
    652,308
    (e)
    
    
    
    
    
    
    Termination for any reason
    
    
    652,308
    (e)
    
    
    
    
    
    
    Pierre Legault (f)
    
    Separation without cause/ for good reason
    
    
    2,716,895
    (g)
    
    
    31,488
    
    
    
    770,110Change of control
    
    
    2,716,895
    (g)
    
    
    31,488
    
    
    
    770,110Retirement
    
    
    
    
    
    
    
    
    
    
    Death or disability
    
    
    247,500
    (e)
    
    
    
    
    
    
    Robert L. Simon
    
    Separation without cause/ for good reason
    
    
    415,000
    (h)
    
    
    
    
    
    
    Change of control
    
    
    622,500
    (i)
    
    
    19,812
    
    
    
    755,618Retirement
    
    
    
    
    
    
    
    
    
    
    Death or disability
    
    
    
    
    
    
    
    
    
    
    Gabriel Leung
    
    Separation without cause/ for good reason
    
    
    682,500
    (i)
    
    
    19,812
    
    
    
    Change of control
    
    
    682,500
    (i)
    
    
    19,812
    
    
    
    667,795Retirement
    
    
    
    
    
    
    
    
    
    
    Death or disability
    
    
    227,500
    (e)
    
    
    
    
    
    
    Linda E. Amper, Ph.D.
    
    Separation without cause/ for good reason
    
    
    
    
    
    
    
    
    
    
    Change of control
    
    
    420,000
    (i)
    
    
    5,820
    
    
    
    512,010Retirement
    
    
    
    
    
    
    
    
    
    
    Death or disability
    
    
    
    
    
    
    
    
    
    
    Anker Lundemose, M.D., Ph.D., D.Sc. (j)
    
    Separation without cause/ for good reason
    
    
    554,364
    (i)
    
    
    
    
    
    
    Change of control
    
    
    554,364
    (i)
    
    
    
    
    
    
    688,532Retirement
    
    
    
    
    
    
    
    
    
    
    Death
    
    
    184,788
    (e)
    
    
    
    
    
    
    Disability
    
    
    
    (k)
    
    
    
    
    
    
    
 
 (a)
    
    As noted above, upon the occurrence of specified termination events, the employment
agreements for each of our NEOs provide for the payment of a pro-rated bonus that they would
have been entitled to receive for the fiscal year in which the termination occurs. Annual
bonuses are approved and determined in February following the fiscal year end. The amount of
pro-rated bonus included in the cash severance payments represents the full target bonus for
each such NEO.(b)
    
    Value includes acceleration of unvested option awards as of December 31, 2009 with a 90 day
term and valuation of equity grants under FASB ASC Topic 718. Value also assumes acceleration
of unvested restricted stock or restricted units, which have been valued based upon the
December 31, 2009 stock price of $31.06.(c)
    
    As discussed above, Dr. Goddard (subject to certain limitations discussed above) is entitled
to receive additional payments in the event that his receipt of termination payments and other
benefits following a change of control subjects him to an excise tax under Section 4999 of the
U.S. Internal Revenue Code. Based on calculated severance amounts, Dr. Goddard would not have
been subject to such excise tax assuming a December 31, 2009 termination date.(d)
    
    Represents three years of 2009 base salary plus Dr. Goddards 2009 annual target bonus. 31




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##### Table of Contents



(e)
    
    Represents the 2009 annual target bonus.(f)
    
    As discussed above, Mr. Legault (subject to certain limitations discussed above) is entitled
to receive additional payments in the event that his receipt of termination payments and other
benefits following a change of control subjects him to an excise tax under Section 4999 of the
U.S. Internal Revenue Code. Based on calculated severance amounts, Mr. Legault would have
been subject to such excise tax, assuming a December 31, 2009 termination date. As a result,
the amounts shown for cash severance payments includes $1,074,395 of payments for tax gross
ups related to the excise tax.(g)
    
    Represents two years of 2009 base salary, an amount equal to three times Mr. Legaults annual
target bonus, and tax gross ups for payment of excise tax.(h)
    
    Represents one year of 2009 base salary.(i)
    
    Represents one year of 2009 base salary plus the 2009 annual target bonus.(j)
    
    Compensation amounts have been converted from British Pounds Sterling to U.S. dollars using
the average exchange rate for the year ended December 31, 2009, 2008 and 2007 of U.S. $1.57,
$1.85 and $2.00, respectively.(k)
    
    With respect to Dr. Lundemose, in the event that Dr. Lundemoses termination due to
disability results in the loss of his health insurance benefits, he would be entitled to
receive $554,364, representing one year of 2009 base salary plus his target bonus for 2009. Director Compensation
 Director Compensation Table
For Fiscal Year Ended December 31, 2009
  FeesEarned
    
    
    
    
    
    
    
    
    
    Non-Equityor Paid
    
    Stock
    
    Option
    
    Incentive Plan
    
    All Otherin Cash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)(a)
    
    ($)(a)
    
    ($)
    
    ($)
    
    ($)Robert A. Ingram (b)
    
    
    164,243
    
    
    
    114,600
    
    
    
    128,300
    
    
    
    
    
    
    
    
    
    
    
    407,143Santo J. Costa (c)
    
    
    68,639
    
    
    
    71,625
    
    
    
    96,225
    
    
    
    
    
    
    
    
    
    
    
    236,489Daryl K. Granner, M.D. (d)
    
    
    30,188
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    106,250
    (e)
    
    
    136,438Joseph Klein, III (f)
    
    
    78,444
    (n)
    
    
    71,625
    
    
    
    96,225
    
    
    
    
    
    
    
    
    
    
    
    246,294Kenneth B. Lee, Jr. (g)
    
    
    71,306
    (n)
    
    
    42,975
    
    
    
    38,490
    
    
    
    
    
    
    
    
    
    
    
    152,771Viren Mehta (h)
    
    
    71,090
    
    
    
    71,625
    
    
    
    96,225
    
    
    
    
    
    
    
    
    
    
    
    238,940David W. Niemiec (i)
    
    
    73,757
    
    
    
    71,625
    
    
    
    96,225
    
    
    
    
    
    
    
    
    
    
    
    241,607Herbert M. Pinedo, M.D., Ph.D. (j)
    
    
    66,403
    
    
    
    71,625
    
    
    
    96,225
    
    
    
    
    
    
    
    56,700
    (k)
    
    
    290,953Katharine B. Stevenson (l)
    
    
    87,347
    
    
    
    71,625
    
    
    
    96,225
    
    
    
    
    
    
    
    
    
    
    
    255,197John P. White (m)
    
    
    58,833
    (n)
    
    
    71,625
    
    
    
    96,225
    
    
    
    
    
    
    
    
    
    
    
    226,683
 
 (a)
    
    The amounts reflected in this column represent the aggregate grant date fair value computed
in accordance with FASB ASC Topic 718 for our directors. To determine the value of stock
awards, we use the closing price of our common stock on the grant date. To determine the
value of stock option awards, we use a Black Scholes pricing model to value stock options at
the time of their grant. This model requires us to 32




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##### Table of Contents



estimate the future value of our stock price based in part on the historic price volatility
of our stock. See Note 18 to our consolidated financial statement included in our Annual
Report on Form 10-K for our fiscal year ended December 31, 2009, as amended, for details as
to the assumption used to determine the fair value of equity awards.(b)
    
    During 2009, Mr. Ingram received a grant of 10,000 stock options and 4,000 deferred stock
units. As of December 31, 2009, Mr. Ingram had 87,000 options awards and 9,250 stock awards
outstanding.(c)
    
    During 2009, Mr. Costa received a grant of 7,500 stock options and 2,500 shares of restricted
stock. As of December 31, 2009, Mr. Costa had 38,500 options awards and 6,500 stock awards
outstanding.(d)
    
    Dr. Granner retired from his position on the Board of Directors on June 17, 2009. In
connection with his retirement from the company, certain of Dr. Granners equity rights were
modified. As a result, we recognized $157,222 of additional equity compensation expense in
2009 related to the modification. As of December 31, 2009, Dr. Granner had 58,500 options
awards outstanding.(e)
    
    Represents consulting fees paid to Dr. Granner in 2009.(f)
    
    During 2009, Mr. Klein received a grant of 7,500 stock options and 2,500 deferred stock
units. As of December 31, 2009, Mr. Klein had 25,250 options awards and 6,500 stock awards
outstanding.(g)
    
    During 2009, Mr. Lee received a grant of 3,000 stock options and 1,500 deferred stock units.
As of December 31, 2009, Mr. Lee had 31,000 options awards and 6,875 stock awards outstanding.(h)
    
    During 2009, Dr. Mehta received a grant of 7,500 stock options, and 2,500 restricted stock
units. As of December 31, 2009, Dr. Mehta had 73,769 options awards and 5,500 stock awards
outstanding.(i)
    
    During 2009, Mr. Niemiec received a grant of 7,500 stock options and 2,500 deferred stock
units. As of December 31, 2009, Mr. Niemiec had 38,500 options awards and 6,500 stock awards
outstanding.(j)
    
    During 2009, Dr. Pinedo received a grant of 7,500 stock options, and 2,500 restricted stock
units. As of December 31, 2009, Dr. Pinedo had 78,500 options awards and 5,500 stock awards
outstanding.(k)
    
    Represents consulting fees paid to Dr. Pinedo in 2009.(l)
    
    During 2009, Ms. Stevenson received a grant of 7,500 stock options and 2,500 shares of
restricted stock. As of December 31, 2009, Ms. Stevenson had 71,000 options awards and 5,500
stock awards outstanding.(m)
    
    During 2009, Mr. White received a grant of 7,500 stock options and 2,500 shares of restricted
stock. As of December 31, 2009, Mr. White had 59,500 options awards and 5,500 stock awards
outstanding.(n)
    
    Includes amounts deferred at the directors election. Annual Retainer Fee
  33




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Cash Retainer
  Baseline Cash CompensationBoard Member Retainer Fee
    
    $
    50,000
 Additional Cash CompensationChair of Board
    
    $
    100,000Chair of Audit Committee
    
    $
    30,000Chair of Compensation Committee
    
    $
    15,000Chair of Corporate Governance and Nominating Committee
    
    $
    10,000Chair of All Other Committees
    
    $
    10,000Member of Audit Committee
    
    $
    15,000Member of Compensation Committee
    
    $
    7,500Member of Corporate Governance and Nominating Committee
    
    $
    5,000Member of All Other Committees (excluding the Executive Committee)
    
    $
    5,000
  Option Grants and Other Stock Awards
     34




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##### Table of Contents



Other Payments
  Share Ownership Requirements
  Post-Retirement Medical Benefits
  Compensation Policies and Procedures Related to Risk Management
  Compensation Committee Interlocks and Insider Participation
  35




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 Voting Securities and Principal Stockholders
  No. of Sharesof Common
    
    Percent ofName and Address
    
    Stock
    
    Class(1)T. Rowe Price Associates, Inc
100 E. Pratt Street
Baltimore, Maryland 21202
    
    
    5,839,558
    (2)
    
    
    9.75
    %York Capital Management Global Advisors, LLC
767 Fifth Avenue, 17th Floor
New York, NY 10153
    
    
    5,564,600
    (3)
    
    
    9.29
    %Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109
    
    
    5,179,279
    (4)
    
    
    8.65
    %BlackRock, Inc
40 East 52nd Street
New York, New York 10022
    
    
    5,109,191
    (5)
    
    
    8.53
    %Vanguard Specialized Funds
100 Vanguard Boulevard
Malvern, PA 19355
    
    
    3,840,873
    (6)
    
    
    6.42
    %OZ Management, LP
9 West 57th Street, 39th Floor
New York, NY 10019
    
    
    3,272,640
    (7)
    
    
    5.27
    %Linda E. Amper, Ph.D.+
    
    
    36,977
    (8)
    
    
    *Santo J. Costa
    
    
    35,000
    (9)
    
    
    *Colin Goddard, Ph.D.+
    
    
    475,848
    (10)
    
    
    *Daryl K. Granner, M.D
    
    
    51,537
    (11)
    
    
    *Robert A. Ingram
    
    
    86,386
    (12)
    
    
    *Joseph Klein, III
    
    
    22,375
    (13)
    
    
    *Kenneth B. Lee, Jr
    
    
    17,875
    (14)
    
    
    *Pierre Legault+
    
    
    1,674
    
    
    
    *Gabriel Leung+
    
    
    133,729
    (15)
    
    
    *Anker Lundemose, M.D., Ph.D., D.Sc.+
    
    
    108,731
    (16)
    
    
    *Viren Mehta
    
    
    139,520
    (17)
    
    
    *David W. Niemiec
    
    
    40,625
    (18)
    
    
    *Herbert M. Pinedo, M.D., Ph.D
    
    
    68,467
    (19)
    
    
    *Robert L. Simon+
    
    
    160,135
    (20)
    
    
    *Katharine B. Stevenson
    
    
    67,115
    (21)
    
    
    *John P. White
    
    
    62,448
    (22)
    
    
    *All current directors and executive officers as a group (20 persons)
    
    
    1,639,085
    (23)
    
    
    2.77
    %
 
 +
    
    The named executive officers consist of our CEO, our CFO and our four most highly compensated
executive officers other than the CEO and CFO.*
    
    Represents ownership that does not exceed 1% of the outstanding shares of our common stock. 36




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##### Table of Contents



(1)
    
    Based on the number of shares of our common stock issued and outstanding on April 7, 2010.
Beneficial ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of common stock
subject to stock options currently exercisable, or exercisable within 60 days, are deemed
beneficially owned by the person holding such options. The percent of the outstanding shares
of our common stock for any person or group who, as of April 7, 2010, beneficially owned any
shares pursuant to options which are exercisable within 60 days of April 7, 2010, is
calculated assuming all such options have been exercised in full and adding the number of
shares subject to such options to the total number of shares issued and outstanding on April
7, 2010. The beneficial ownership totals in this table also include shares of our common
stock issued upon the vesting of deferred stock units that are subject to delivery at a later
date pursuant to the deferral election of the deferred stock unit holder. We have also
included vested and unvested restricted stock granted to a person. Such restricted stock has
voting rights, irrespective of vesting.(2)
    
    The number of shares is based on information provided in a Schedule 13G filed by T. Rowe
Price Associates, Inc. on January 11, 2010. T. Rowe Price Associates, Inc. has sole
dispositive power with respect to all of the shares and sole voting power with respect to
1,179,267 shares.(3)
    
    The number of shares is based on information provided in a Schedule 13D filed by JGD
Management Corp., d/b/a/ York Capital Management, or JGD, and York Capital Management Global
Advisors, LLC., or YGA, with the SEC on April 12, 2010. Includes 742,508 shares of OSI common
stock directly owned by certain accounts managed by JGD; 1,094,326 shares of common stock
directly owned by York Capital Management, L.P.; 1,901,341 shares of common stock directly
owned by York Investment Master Fund, L.P.; 556,724 shares of common stock directly owned by
York Select, L.P.; 515,737 shares of common stock directly owned by York Select Master Fund,
L.P.; 240,031 shares of common stock (which consists of (i) 224,331 shares of common stock and
(ii) options to purchase 16,700 shares of common stock) directly owned by York Global Value
Master Fund, L.P.; 109,000 shares of common stock directly owned by York Enhanced Strategies
Fund, L.P.; 182,325 shares of common stock directly owned by York Asian Opportunities Master
Fund, L.P.; 4,935 shares of common stock directly owned by York Long Enhanced Fund, L.P.; and
216,673 shares of common stock directly owned by Jorvik Multi-Strategy Master Fund, L.P. JGD
has sole voting power and dispositive power with respect to 742,508 shares. As the sole
shareholder of JGD, James. G. Dinan may be deemed to have the sole power to dispose of, direct
the disposition of, vote or direct the vote of these shares. YGA has sole voting power and
dispositive power with respect to 4,822,092 shares.(4)
    
    The number of shares is based on information provided in a Schedule 13G/A filed by Wellington
Management Company, LLP with the SEC on April 12, 2010. Wellington Management Company, LLP
has shared dispositive power with respect to all of the shares and shared voting power with
respect to 1,427,397 shares in its capacity as investment advisor to the clients of Wellington
Management LLC.(5)
    
    The number of shares is based on information provided in a Schedule 13G filed by BlackRock,
Inc. with the SEC on January 29, 2010. BlackRock, Inc. has sole voting and dispositive power
with respect to all of the shares. BlackRock, Inc. indirectly holds the shares on behalf of
its subsidiaries, consisting of BlackRock Asset Management Japan Limited, BlackRock Advisors
(UK) Limited, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock
Asset Management Canada Limited, BlackRock Asset Management Australia Limited, BlackRock
Advisors, LLC, BlackRock Capital Management, Inc., BlackRock Financial Management, Inc.,
BlackRock Investment Management, LLC, BlackRock International Ltd., and State Street Research
& Management Co.(6)
    
    The number of shares is based on information provided in a Schedule 13G/A filed by Vanguard
Specialized Funds with the SEC on February 1, 2010. Vanguard Specialized Funds has sole
voting power with respect to all of the shares.(7)
    
    The number of shares is based on information provided in a Schedule 13D filed by OZ
Management, LP with the SEC on April 8, 2010. OZ Management, LP, or OZ, and Och-Ziff Holding
Corporation, or OZHC, which serves as the general partner of OZ, have sole voting and
dispositive power with respect to 3,154,183 common shares. Och-Ziff Holding Capital
Management Group LLC, or OZM, is a holding company which owns 100% of OZHC and Och-Ziff
Holding LLC, or OZHL. As the sole shareholder of 37




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##### Table of Contents



both OZHC and OZHL, OZM may be deemed to control voting and dispositive power with respect
to the shares. Daniel Och, as Chief Executive Officer of OZM, may be deemed to control
voting and dispositive power with respect to all of the shares. The shares reported include
750,000 shares of common stock receivable upon the exercise of call options held by this
reporting person.(8)
    
    Includes 32,651 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(9)
    
    Includes 21,000 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options which includes 18,750 options owned by Mr. Costas
wife, as to which Mr. Costa disclaims beneficial ownership.(10)
    
    Includes 384,965 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(11)
    
    Includes 35,000 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(12)
    
    Includes 65,000 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(13)
    
    Includes 7,750 shares that may be acquired at or within 60 days of April 7, 2010, pursuant to
the exercise of outstanding options. Also includes 5,000 shares indirectly held by Joseph
Klein, III 5% Charitable Remainder Unitrust U/A dated November 1, 1988. Mr. Klein, as trustee
of the Trust, exercises voting and investment control of the shares.(14)
    
    Includes 13,250 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(15)
    
    Includes 112,630 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(16)
    
    Includes 96,000 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(17)
    
    Includes 58,394 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(18)
    
    Includes 21,000 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(19)
    
    Includes 63,125 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(20)
    
    Includes 139,637 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(21)
    
    Includes 55,625 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(22)
    
    Includes 44,125 shares that may be acquired at or within 60 days of April 7, 2010, pursuant
to the exercise of outstanding options.(23)
    
    Includes 1,313,625 shares that may be acquired at or within 60 days of April 7, 2010,
pursuant to the exercise of outstanding options. 38




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##### Table of Contents



Securities Authorized for Issuance Under Equity Compensation Plans
 Equity Compensation Plan Information as of December 31, 2009
 Number ofsecuritiesremainingavailable forNumber of
    
    
    
    
    
    
    future issuancesecurities to be
    
    
    
    
    
    
    under equityissued upon
    
    
    Weighted-average
    
    
    compensationexercise of
    
    
    exercise price of
    
    
    plans (excludingoutstanding
    
    
    outstanding
    
    
    securitiesoptions, warrants
    
    
    options, warrants
    
    
    reflected in thePlan category
    
    and rights (a)
    
    
    and rights (b)
    
    
    first column)Equity compensation plans approved by security holders
    
    
    7,219,401
    (c)
    
    $
    38.51
    
    
    
    3,051,605
    (e)Equity compensation plans not approved by security holders
    
    
    289,809
    (d)
    
    $
    48.25
    
    
    
    Total
    
    
    7,509,210
    
    
    $
    38.93
    
    
    
    3,051,605
 
 (a)
    
    Includes stock options, restricted stock, restricted stock units and deferred stock units.(b)
    
    The weighted-average exercise price of outstanding options, warrants and rights does not
include restricted stock, restricted stock units and deferred stock units, as they are issued
for no cash consideration.(c)
    
    Consists of three plans: the 1997 Incentive and Non-Qualified Stock Option Plan, the 1999
Incentive and Non-Qualified Stock Option Plan and the Amended and Restated Stock Incentive
Plan.(d)
    
    In connection with the acquisition of certain oncology assets from Gilead Sciences, Inc. on
December 21, 2001, we adopted a Non-Qualified Stock Option Plan for Former Employees of Gilead
Sciences, Inc. As of December 31, 2009, there were 190,419 options outstanding with a grant
price of $45.01 per share, which represented the fair value of our stock at the date granted.
With respect to each option grant, one-third of the options vested on the first anniversary of
the date of grant and the remainder vested ratably monthly thereafter for 24 months.In connection with the acquisition of Eyetech Pharmaceuticals, Inc. in November 2005, we
adopted a Stock Incentive Plan for Pre-Merger Employees of Eyetech Pharmaceuticals, Inc. We
granted seven-year options to purchase an aggregate of 625,810 shares of our common stock at
a purchase price of $23.83, which represents the fair value of our stock at the date
granted. With respect to each option grant, one-fourth of the options vested on the first
anniversary and the remainder vest ratably thereafter on a monthly basis for 36 months.Includes options established for certain outside consultants related to clinical trial
operations.(e)
    
    Consists of 346,750 shares reserved for issuance under the 1995 Employee Stock Purchase Plan
and the stock purchase plan for our U.K.-based employees, and 2,704,855 shares reserved for
issuance under the Amended and Restated Stock Incentive Plan.  39




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Review, Approval or Ratification of Transactions with Directors and Related Persons
       40




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Director Independence
    41




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
 Audit and Non-Audit Fees
  Fiscal Year
    
    
    
    
    
    
    Fiscal YearEnded
    
    
    
    
    
    
    EndedFee Category:
    
    12/31/09
    
    
    % of Total
    
    
    12/31/08
    
    
    %  of TotalAudit Fees
    
    $
    1,137,950
    
    
    
    80
    %
    
    $
    1,050,000
    
    
    
    68
    %Audit-Related Fees
    
    
    226,136
    
    
    
    16
    %
    
    
    78,500
    
    
    
    5
    %Tax Fees:Tax compliance and preparation
    
    
    52,710
    
    
    
    4
    %
    
    
    65,540
    
    
    
    4
    %Other tax services
    
    
    
    
    
    
    
    
    
    
    359,934
    
    
    
    23
    %Total Tax Fees
    
    
    52,710
    
    
    
    4
    %
    
    
    425,474
    
    
    
    27
    %Total Fees
    
    $
    1,416,796
    
    
    
    100
    %
    
    $
    1,553,974
    
    
    
    100
    %
      
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  42




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##### Table of Contents



SIGNATURES
  OSI PHARMACEUTICALS, INC.By:
    /s/ COLIN GODDARD, PH.D.Colin Goddard, Ph.D.Chief Executive Officer
(principal executive officer)By:
    /s/ PIERRE LEGAULTPierre LegaultChief Financial Officer and Treasurer
(principal financial and accounting officer)  43




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##### Table of Contents



EXHIBIT INDEX
 Exhibit2.1+
    
    Asset Purchase Agreement, dated as of June 17, 2004, by and between Probiodrug AG, Halle and
Prosidion Limited, filed by the Company as an exhibit to the Form 8-K filed on July 6, 2004
(file no. 000-15190), and incorporated herein by reference.3.1
    
    Restated Certificate of Incorporation of OSI Pharmaceuticals, Inc., filed by the Company as
an exhibit to the Form 10-K for the fiscal year ended September 30, 2001 (file no. 000-15190),
and incorporated herein by reference.3.2
    
    Second Amended and Restated Bylaws of OSI Pharmaceuticals, Inc., filed by the Company as an
exhibit to the Form 10-K for the fiscal year ended December 31, 2008 (file no. 000-15190) and
incorporated herein by reference.4.1
    
    Rights Agreement, dated September 27, 2000, between OSI Pharmaceuticals, Inc. and The Bank of
New York as Rights Agent, including Terms of Series SRP Junior Participating Preferred Stock,
Summary of Rights to Purchase Preferred Stock and Form of Right Certificate, filed by the
Company as an exhibit to the Form 8-A filed on September 27, 2000 (file no. 000-15190), and
incorporated herein by reference.4.2
    
    Form of Contingent Value Rights Agreement by and between OSI Pharmaceuticals, Inc. and the
Bank of New York, filed by the Company as an exhibit to the registration statement on Form S-4
(file no. 333-103644), and incorporated herein by reference.4.3
    
    Indenture, dated September 8, 2003, by and between OSI Pharmaceuticals, Inc. and The Bank of
New York, filed by the Company as an exhibit to the Form 10-K for the fiscal year ended
September 30, 2003 (file no. 000-15190) and incorporated herein by reference.4.4
    
    Form of 3.25% Convertible Senior Subordinated Note Due 2023 (included in Exhibit 4.3), filed
by the Company as an exhibit to the Form 10-K for the fiscal year ended September 30, 2003
(file no. 000-15190) and incorporated herein by reference.4.5
    
    Registration Rights Agreements, dated September 8, 2003, by and among OSI Pharmaceuticals,
Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, and Morgan
Stanley & Co., Incorporated, filed by the Company as an exhibit to the Form 10-K for the
fiscal year ended September 30, 2003 (file no. 000-15190) and incorporated herein by
reference.4.6
    
    Indenture, dated December 21, 2005, by and between OSI Pharmaceuticals, Inc. and The Bank of
New York, filed by the Company as an exhibit to the Form 8-K filed on December 28, 2005 (file
no. 000-15190), and incorporated herein by reference.4.7
    
    Form of 2% Convertible Senior Subordinated Note Due 2025 (included in Exhibit 4.6), filed by
the Company as an exhibit to the Form 8-K filed on December 28, 2005 (file no. 000-15190), and
incorporated herein by reference.4.8
    
    Registration Rights Agreement, dated December 21, 2005, by and between OSI Pharmaceuticals,
Inc. and UBS Securities LLC, filed by the Company as an exhibit to the Form 8-K filed on
December 28, 2005 (file no. 000-15190), and incorporated herein by reference.4.9
    
    Indenture, dated January 9, 2008, by and between OSI Pharmaceuticals, Inc. and The Bank of
New York, filed by the Company as an exhibit to the Form 8-K filed on January 15, 2008 (file
no. 000-15190), and incorporated herein by reference.
 44




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##### Table of Contents



Exhibit4.10
    
    Form of 3% Convertible Senior Subordinated Note Due 2038 (included in Exhibit 4.9), filed by
the Company as an exhibit to the Form 8-K filed on January 15, 2008 (file no. 000-15190), and
incorporated herein by reference.4.11
    
    Registration Rights Agreement, dated January 9, 2008, by and between OSI Pharmaceuticals,
Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P.
Morgan Securities Inc., filed by the Company as an exhibit to the Form 8-K filed on January
15, 2008 (file no. 000-15190), and incorporated herein by reference.10.1*
    
    1989 Incentive and Non-Qualified Stock Option Plan, filed by the Company as an exhibit to
the registration statement on Form S-8 (file no. 33-38443), and incorporated herein by
reference.10.2*
    
    1995 Employee Stock Purchase Plan, filed by the Company as an exhibit to the registration
statement on Form S-8, filed on December 4, 1995 (file no. 333-06861), and incorporated herein
by reference.10.3*
    
    1997 Incentive and Non-Qualified Stock Option Plan, filed by the Company as an exhibit to
the registration statement on Form S-8, filed on November 4, 1997 (file no. 333-39509), and
incorporated herein by reference.10.4*
    
    1999 Incentive and Non-Qualified Stock Option Plan, as amended, filed by the Company as an
exhibit to the Form 10-Q for the quarter ended September 30, 2006 (file no. 000-15190), and
incorporated herein by reference.10.5*
    
    Amended and Restated Stock Incentive Plan, as amended, filed by the Company as an exhibit to
the Form 10-Q for the quarter ended September 30, 2007 (file no. 000-15190), and incorporated
herein by reference.10.6
    
    OSI Pharmaceuticals, Inc. Non-Qualified Stock Option Plan for Former Employees of Cadus
Pharmaceutical Corporation, filed by the Company as an exhibit to the Form 10-Q for the
quarter ended June 30, 1999 (file no. 000-15190), and incorporated herein by reference.10.7
    
    OSI Pharmaceuticals, Inc. Non-Qualified Stock Option Plan for Former Employees of Gilead
Sciences, Inc., filed by the Company as an exhibit to the Form 8-K filed on January 7, 2002
(file no. 000-15190), and incorporated herein by reference.10.8
    
    OSI Pharmaceuticals, Inc. Stock Incentive Plan for Pre-Merger Employees of Eyetech
Pharmaceuticals, Inc., filed by the Company as an exhibit to the Form 8-K filed on November
16, 2005 (file no. 000-15190), and incorporated herein by reference.10.9
    
    OSI Pharmaceuticals, Inc. Stock Plan for Assumed Options of Pre-Merger Employees of Eyetech
Pharmaceuticals, Inc., filed by the Company as an exhibit to the Form 8-K filed on November
16, 2005 (file no. 000-15190), and incorporated herein by reference.10.10*
    
    Form of Non-Qualified Stock Option Agreement, issued under the Amended and Restated Stock
Incentive Plan, as amended, for option grants made in December, 2008 to U.S.-Based Executive
Officers of OSI Pharmaceuticals, Inc., filed by the Company as an exhibit to the Form 10-K for
the fiscal year ended December 31, 2008 (file no. 000-15190), and incorporated herein by
reference.10.11*
    
    Form of Non-Qualified Stock Option Agreement, issued under the Amended and Restated Stock
Incentive Plan, as amended, for option grants made in December, 2008 to U.K.-Based Executive
Officers of OSI Pharmaceuticals, Inc., filed by the Company as an exhibit to the Form 10-K for
the fiscal year ended December 31, 2008 (file no. 000-15190), and incorporated herein by
reference.10.12*
    
    Form of Non-Qualified Stock Option Agreement, issued under the Amended and Restated Stock
Incentive Plan, as amended, to U.S.-Based Executive Officers of OSI Pharmaceuticals, Inc.,
filed by the Company as an exhibit to the Form 10-K for the fiscal year ended December 31, 2009
(file no. 000-15190), and incorporated herein by reference.
 45




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##### Table of Contents



Exhibit10.13*
    
    Form of Non-Qualified Stock Option Agreement, issued under the Amended and Restated Stock
Incentive Plan, as amended, to the Chief Executive Officer of OSI Pharmaceuticals, Inc., filed
by the Company as an exhibit to the Form 10-K for the fiscal year ended December 31, 2009
(file no. 000-15190), and incorporated herein by reference.10.14*
    
    Form of Non-Qualified Stock Option Agreement, issued under the Amended and Restated Stock
Incentive Plan, as amended, to Dr. Anker Lundemose, filed by the Company as an exhibit to the
Form 10-K for the fiscal year ended December 31, 2009 (file no. 000-15190), and incorporated
herein by reference.10.15*
    
    Form of Non-Qualified Stock Option Agreement, issued under the Amended and Restated Stock
Incentive Plan, as amended, to Dr. Jonathan Rachman, filed by the Company as an exhibit to the
Form 10-K for the fiscal year ended December 31, 2009 (file no. 000-15190), and incorporated
herein by reference.10.16*
    
    Form of Restricted Stock Unit Agreement, issued under the Amended and Restated Stock
Incentive Plan, for grants made to the Companys Chief Executive Officer and Chief Financial
Officer in December, 2009 to U.S.-Based Executive Officers of OSI Pharmaceuticals, Inc., filed
by the Company as an exhibit to the Form 10-K for the fiscal year ended December 31, 2009
(file no. 000-15190), and incorporated herein by reference.10.17*
    
    Form of Restricted Stock Unit Agreement, issued under the Amended and Restated Stock
Incentive Plan, for grants made to U.S.-Based Executive Officers of OSI Pharmaceuticals, Inc.,
filed by the Company as an exhibit to the Form 10-K for the fiscal year ended December 31,
2009 (file no. 000-15190), and incorporated herein by reference.10.18*
    
    Form of Restricted Stock Unit Agreement, issued under the Amended and Restated Stock
Incentive Plan, for grants made to Dr. Anker Lundemose, filed by the Company as an exhibit to
the Form 10-K for the fiscal year ended December 31, 2009 (file no. 000-15190), and
incorporated herein by reference.10.19*
    
    Form of Restricted Stock Unit Agreement, issued under the Amended and Restated Stock
Incentive Plan, for grants made to Dr. Jonathan Rachman, filed by the Company as an exhibit to
the Form 10-K for the fiscal year ended December 31, 2009 (file no. 000-15190), and
incorporated herein by reference.10.20*
    
    Form of Non-Qualified Stock Option Agreement for Non-Management Directors of OSI
Pharmaceuticals, Inc., filed by the Company as an exhibit to the Form 8-K filed on June 22,
2006 (file no. 000-15190), and incorporated herein by reference.10.21*
    
    Form of Restricted Stock Unit Agreement for Non-Management Directors of OSI Pharmaceuticals,
Inc., filed by the Company as an exhibit to the Form 8-K filed on July 12, 2006 (file no.
000-15190), and incorporated herein by reference.10.22*
    
    Form of Restricted Stock Agreement for Non-Management Directors of OSI Pharmaceuticals,
Inc., filed by the Company as an exhibit to the Form 8-K filed on July 12, 2006 (file no.
000-15190), and incorporated herein by reference.10.23*
    
    OSI Pharmaceuticals, Inc. Nonqualified Deferred Compensation Plan, effective July 1, 2007,
filed by the Company as an exhibit to the Form 10-Q for the quarter ended June 30, 2007 (file
no. 000-15190), and incorporated herein by reference.10.24*
    
    Form of Deferred Stock Unit Agreement for the Non-Employee Directors of OSI Pharmaceuticals,
Inc., filed by the Company as an exhibit to the Form 10-Q for the quarter ended June 30, 2007
(file no. 000-15190), and incorporated herein by reference.
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##### Table of Contents



Exhibit10.25
    
    Collaborative Research Agreement, dated April 1, 1996, between OSI Pharmaceuticals, Inc. and
Pfizer Inc., filed by the Company as an exhibit to the Form 10-Q for the quarter ended March
31, 1996, as amended (file no. 000-15190), and incorporated herein by reference.10.26
    
    License Agreement, dated April 1, 1996, between OSI Pharmaceuticals, Inc. and Pfizer Inc.,
filed by the Company as an exhibit to the Form 10-Q for the quarter ended March 31, 1996, as
amended (file no. 000-15190), and incorporated herein by reference.10.27
    
    Amended and Restated License Agreement, dated April 20, 2007, by and between OSI
Pharmaceuticals, Inc. and Pfizer, Inc., filed by the Company as an exhibit to the Form 10-Q
for the quarter ended March 31, 2007 (file no. 000-15190), and incorporated herein by
reference.10.28
    
    Agreement, dated May 23, 2000, by and between OSI Pharmaceuticals, Inc. and Pfizer, Inc.,
filed by the Company as an exhibit to the Form 8-K filed on June 20, 2000 (file no.
000-15190), and incorporated herein by reference.10.29
    
    Development and Marketing Collaboration Agreement, dated January 8, 2001, between OSI
Pharmaceuticals, Inc. and Genentech, Inc., filed by the Company as an exhibit to the Form 8-K
filed on February 14, 2001 (file no. 000-15190), and incorporated herein by reference.10.30
    
    Amendment No. 1 to Development and Marketing Collaboration Agreement, dated as of June 4,
2004, between OSI Pharmaceuticals, Inc. and Genentech, Inc., filed by the Company as an
exhibit to the Form 8-K filed on June 28, 2004 (file no. 000-15190), and incorporated herein
by reference.10.31
    
    Manufacturing and Supply Agreement, dated as of June 4, 2004, by and between OSI
Pharmaceuticals, Inc. and Genentech, Inc., filed by the Company as an exhibit to the Form 8-K
filed on June 28, 2004 (file no. 000-15190), and incorporated herein by reference.10.32
    
    Development Collaboration and Licensing Agreement, dated January 8, 2001, between OSI
Pharmaceuticals, Inc. and F. Hoffman  La Roche Ltd., filed by the Company as an exhibit to
the Form 8-K filed on February 14, 2001 (file no. 000-15190), and incorporated herein by
reference.10.33
    
    Tripartite Agreement, dated January 8, 2001, by and among OSI Pharmaceuticals, Inc.,
Genentech, Inc., and F. Hoffman La Roche Ltd., filed by the Company as an exhibit to the Form
8-K filed on February 14, 2001 (file no. 000-15190), and incorporated herein by reference.10.34
    
    Supply Agreement, dated February 2, 2005, by and between Schwarz Pharma Manufacturing, Inc.
and OSI Pharmaceuticals, Inc. filed by the Company as an exhibit to the Form 10-Q for the
quarter ended March 31, 2005 (file no. 000-15190), and incorporated herein by reference.10.35
    
    Manufacturing and Supply Agreement, dated December 27, 2004, by and among OSI
Pharmaceuticals, Inc., Charkit Chemical Corporation and Sumitomo Chemical Co., Ltd., filed by
the Company as an exhibit to the Form 10-Q for the quarter ended September 30, 2009 (file no.
000-15190), and incorporated herein by reference.10.36
    
    Manufacturing and Supply Agreement, dated November 10, 2005, by and among OSI
Pharmaceuticals, Inc., Davos Chemical Corporation and Dipharma SpA., filed by the Company as
an exhibit to the Form 10-Q for the quarter ended September 30, 2009 (file no. 000-15190), and
incorporated herein by reference.10.37
    
    Agreement of Sale and Purchase, dated March 15, 2005, by and between Swissair, Swiss Air
Transport Co., Ltd. and OSI Pharmaceuticals, Inc. filed by the Company as an exhibit to the Form
10-Q for the quarter ended March 31, 2005 (file no. 000-15190), and incorporated herein
by reference.
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##### Table of Contents



Exhibit10.38
    
    Purchase and Sale Agreement, dated July 6, 2009, by and between OSI Pharmaceuticals, Inc.
and Millsaw Realty L.P., filed by the Company as an exhibit to the Form 10-Q for the quarter
ended June 30, 2009 (file no. 000-15190), and incorporated herein by reference.10.39
    
    Agreement relating to Windrush Court, Oxford, dated May 29, 2009, by and between Matrix
Portfolio No. 1 Limited and Oxford Real Estate Owner No. 2 Limited, filed by the Company as an
exhibit to the Form 10-Q for the quarter ended June 30, 2009 (file no. 000-15190), and
incorporated herein by reference.10.40
    
    Exclusive License Agreement, effective as of January 4, 2007, by and between Eli Lilly and
Company and Prosidion Limited, filed by the Company as an exhibit to the Form 10-K for the
fiscal year ended December 31, 2006 (file no. 000-15190), and incorporated herein by
reference.10.41
    
    Design-Build Agreement, dated September 22, 2009, by and between OSI Ardsley LLC, and Eagle
Interiors Inc., filed by the Company as an exhibit to the Form 10-K for the fiscal year ended
December 31, 2009 (file no. 000-15190), and incorporated herein by reference.10.42*
    
    Employment Agreement, dated June 14, 2006, by and between OSI Pharmaceuticals, Inc. and
Colin Goddard, Ph.D., as amended on June 21, 2006, filed by the Company as an exhibit to the
Form 8-K filed on June 22, 2006, and incorporated herein by reference.10.43*
    
    Amendment to Employment Agreement, dated December 18, 2008, by and between OSI
Pharmaceuticals, Inc. and Colin Goddard, Ph.D., filed by the Company as an exhibit to the Form
10-K for the fiscal year ended December 31, 2008 (file no. 000-15190), and incorporated herein
by reference.10.44*
    
    Employment Agreement, dated December 16, 2008, by and between OSI Pharmaceuticals, Inc. and
Pierre Legault, filed by the Company as an exhibit to the Form 8-K filed on December 16, 2008
(file no. 000-15190), and incorporated herein by reference.10.45*
    
    Letter Agreement, dated November 15, 2001, by and between OSI Pharmaceuticals, Inc. and
Mr. Robert L. Simon filed by the Company as an exhibit to the Form 10-Q for the quarter ended
March 31, 2005 (file no. 000-15190), and incorporated herein by reference.10.46*
    
    Amended Letter Agreement, dated September 20, 2005, by and between OSI Pharmaceuticals, Inc.
and Robert L. Simon, filed by the Company as an exhibit to the Form 8-K filed on September 26,
2005 (file no. 000-15190), and incorporated herein by reference.10.47*
    
    Amendment to Letter Agreement, dated December 18, 2008, by and between OSI Pharmaceuticals,
Inc. and Robert L. Simon, filed by the Company as an exhibit to the Form 10-K for the fiscal
year ended December 31, 2008 (file no. 000-15190), and incorporated herein by reference.10.48*
    
    Change of Control Arrangement, dated October 4, 2001, by and between OSI Pharmaceuticals,
Inc. and Barbara A. Wood, Esq., filed by the Company as an exhibit to the Form 10-Q for the
quarter ended March 31, 2005 (file no. 000-15190), and incorporated herein by reference.10.49*
    
    Amended Change of Control Arrangement, dated September 20, 2005, by and between OSI
Pharmaceuticals, Inc. and Barbara A. Wood, Esq. filed by the Company as an exhibit to the Form
8-K filed on September 26, 2005 (file no. 000-15190), and incorporated herein by reference.10.50*
    
    Amendment to Change of Control Arrangement, dated December 18, 2008, by and between OSI
Pharmaceuticals, Inc. and Barbara A. Wood, Esq., filed by the Company as an exhibit to the
Form 10-K for the fiscal year ended December 31, 2008 (file no. 000-15190), and incorporated
herein by reference.10.51*
    
    Employment Agreement, dated May 16, 2003, by and between OSI Pharmaceuticals, Inc. and
Gabriel Leung, filed by the Company as an exhibit to the Form 10-K for the fiscal year ended
September 30, 2003 (file no. 000-15190), and incorporated herein by reference.
 48




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##### Table of Contents



Exhibit10.52*
    
    Addendum to Employment Agreement, dated January 5, 2004, by and between OSI Pharmaceuticals,
Inc. and Gabriel Leung, filed by the Company as an exhibit to the Form 10-QT for the
transition period ended December 31, 2004 (file no. 000-15190), and incorporated herein by
reference.10.53*
    
    Amendment to Employment Agreement, dated December 18, 2008, by and between OSI
Pharmaceuticals, Inc. and Gabriel Leung, filed by the Company as an exhibit to the Form 10-K
for the fiscal year ended December 31, 2008 (file no. 000-15190), and incorporated herein by
reference.10.54*
    
    Service Contract, dated September 20, 2005, by and between OSI Pharmaceuticals, Inc. and Dr.
Anker Lundemose, filed by the Company as an exhibit to the Form 8-K filed on September 26,
2005 (file no. 000-15190), and incorporated herein by reference.10.55*
    
    Change in Control Arrangement, dated December 4, 2007, by and between OSI Pharmaceuticals,
Inc. and Linda E. Amper, filed by the Company as an exhibit to the Form 10-K for the fiscal
year ended December 31, 2007 (file no. 000-15190), and incorporated herein by reference.10.56*
    
    Amendment to Change in Control Arrangement, dated December 18, 2008, by and between OSI
Pharmaceuticals, Inc. and Linda E. Amper, filed by the Company as an exhibit to the Form 10-K
for the fiscal year ended December 31, 2008 (file no. 000-15190), and incorporated herein by
reference.10.57*
    
    Consulting and Confidential Disclosure Agreement, dated October 1, 2009, between OSI
Pharmaceuticals, Inc. and Herbert M. Pinedo, M.D., Ph.D., filed by the Company as an Exhibit
to the Form 10-Q for the quarter ended September 30, 2009 (file no. 000-15190), and
incorporated herein by reference.10.58*
    
    Employment Agreement, dated March 2, 2005, between Prosidion Limited and Dr. Jonathan
Rachman, filed by the Company as an exhibit to the Form 10-K for the fiscal year ended
December 31, 2009 (file no. 000-15190), and incorporated herein by reference.10.59*
    
    Compensatory Arrangements for Non-Employee Directors, filed by the Company as an exhibit to
the Form 10-K for the fiscal year ended December 31, 2009 (file no. 000-15190), and
incorporated herein by reference.10.60*
    
    Compensatory Arrangements for Executive Officers. (Filed herewith).10.61*
    
    Consulting and Confidential Disclosure Agreement, dated June 30, 2009, by and between OSI
Pharmaceuticals, Inc. and Dr. Daryl Granner, filed by the Company as an Exhibit to the Form
10-Q for the quarter ended June 30, 2009 (file no. 000-15190) and incorporated herein by
reference.10.62*
    
    Consulting Agreement, dated November 20, 2008, by and between OSI Pharmaceuticals, Inc. and
Mehta Partners, LLC, filed by the Company as an Exhibit to the Form 8-K filed on
November 21, 2008 (file no. 000-15190) and incorporated herein by reference.21
    
    Significant Subsidiaries of OSI Pharmaceuticals, Inc., filed by the Company as an exhibit to
the Form 10-K for the fiscal year ended December 31, 2009 (file no. 000-15190), and
incorporated herein by reference.23
    
    Consent of KPMG LLP, independent registered public accounting firm, filed by the Company as
an exhibit to the Form 10-K for the fiscal year ended December 31, 2009 (file no.
000-15190), and incorporated herein by reference.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a). (Filed
herewith).
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##### Table of Contents



Exhibit31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a). (Filed
herewith).32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed by the Company as an exhibit to the Form
10-K for the fiscal year ended December 31, 2009 (file no. 000-15190), and incorporated herein
by reference.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed by the Company as an exhibit to the Form
10-K for the fiscal year ended December 31, 2009 (file no. 000-15190), and incorporated herein
by reference.
 
 *
    
    Indicates a management contract or compensatory plan, contract or arrangement in which
directors or executive officers participates.
    
    Portions of this exhibit have been redacted and are subject to a
confidential treatment request filed with the Secretary of the
Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.+
    
    The schedules to this exhibit have been omitted pursuant to Item
601(b)(2) of Regulation S-K promulgated by the Securities and Exchange
Commission. The omitted schedules from this filing will be provided
upon request. 50