EX-10.1






Exhibit 10.1




November 20, 2008




Mr. Viren Mehta

Mehta Partners

584 Broadway, Suite 1206

New York, NY 10012




RE: Strategic and Financial Counseling Services




Dear Viren,



The purpose of this letter is to confirm the engagement of Mehta Partners by OSI Pharmaceuticals
for strategic in-licensing and M&A consulting and industry perspective under the terms set forth
below.



1. Scope of Strategic and Financial Counseling Services (the “Strategic and Financial Counseling
Services”)





	 	(a)	 	Mehta Partners will advise OSI Pharmaceuticals with respect to strategic
in-licensing and M&A opportunities and will work closely with OSI Pharmaceuticals
management in implementing and achieving its goals with respect to the foregoing.
	 
	 	(b)	 	Mehta Partners will deliver to OSI Pharmaceuticals its most recent report
regarding the state of the biotechnology industry.





2. Compensation for Strategic Counseling Services



To compensate Mehta Partners for rendering the Strategic and Financial Counseling Services, OSI
Pharmaceuticals will pay Mehta Partners:





	 	(a)	 	A fee of $100,000, payable within 30 days of the date of this letter
agreement;
	 
	 	(b)	 	Reimbursement of reasonable out-of-pocket expenses incurred by Mehta Partners
in connection with rendering services hereunder and payable within thirty days from
receipt of invoices submitted to OSI Pharmaceuticals by Mehta Partners.





3. Term



The engagement described herein commenced on October 1, 2008 and will continue until March 31,
2009.




4. Miscellaneous




 









 









	 	(a)	 	OSI Pharmaceuticals will indemnify and hold harmless each partner of Mehta
Partners, and its employees and agents (“Indemnitee”) for any reasonable out-of-pocket
costs and expenses (including court and arbitration costs and reasonable attorneys’
fees), non-appealed or non-appealable judicial or arbitration damage awards, and
settlement payments, payable or owed by an Indemnitee in connection with any demands,
law suits and other legal actions of third parties (“Third Party Claim”) arising from
(1) the performance or breach of this agreement by OSI Pharmaceuticals, (2) any
negligent actions or willful misconduct by OSI Pharmaceuticals, its affiliates, agents
of sublicenses with respect to the services provided by Mehta Partners hereunder, and
(3) any transactions with respect to which Mehta Partners has provided Strategic and
Financial Counseling Services hereunder, except to the extent that such Third Party
Claims arose out of Mehta Partners gross negligence or willful misconduct. This
indemnification obligation shall apply only if Mehta Partners (1) promptly notifies
OSI Pharmaceuticals in writing of any Third Party Claim for which it seeks
indemnification, (2) permits OSI Pharmaceuticals to assume the defense thereof, (3)
abstains from making any statements or taking any actions which damage the defense
against a Third Party Claim (including, without limitation, any statements against the
interest of the Indemnitee or admissions of causation or guilt), and (4) cooperates
with OSI Pharmaceuticals in the defense of the settlement negotiations of Third Party
Claims as reasonably required by OSI Pharmaceuticals. Mehta Partners has the right to
retain separate counsel, but the fees and expenses of such counsel will be at its own
expense.
	 
	 	(b)	 	OSI Pharmaceuticals and Mehta Partners understand that any information
disclosed by each other in the course of the activities hereunder is confidential
information of OSI Pharmaceuticals or Mehta Partners, respectively (“Confidential
Information”). OSI Pharmaceuticals and Mehta Partners agree to keep confidential and
not to publish or otherwise disclose Confidential Information, unless one can
demonstrate by competent proof that such Confidential Information: (1) was already
known at the time of receipt other than under an obligation of confidentiality, (2)
was generally available to the public or otherwise part of the public domain at the
time of receipt, or (3) became generally available to the public or otherwise part of
the public domain after its receipt other than through any act or omission of OSI
Pharmaceuticals or Mehta Partners in breach of this agreement. This section will
survive any expiration of termination of this agreement.
	 
	 	(c)	 	This agreement is made and shall be constructed under and accordance with the
laws of the State of New York, in the United States of America (without reference to
any principle of conflict of laws). For any controversies arising from the
application or interpretation hereof, the parties agree to make the sole recourse to
the arbitration of the American Arbitration Association in accordance with its
relevant rules. The venue shall be New York, New York, United States of America. The
arbitration award shall be final and binding on the parties hereto.
	 
	 	(d)	 	The relationship of the parties is that of independent contractors. The
parties are not deemed to be agents, partners or joint ventures of the other for any
purpose as a result of this letter agreement of the transactions contemplated thereby.
	 
	 	(e)	 	This agreement contains the entire agreement between OSI Pharmaceuticals and
Mehta Partners concerning the subject matter hereof and supersedes any prior
understandings
and agreements. No amendment or change hereof or addition hereto shall be effective or
binding on either of the parties unless reduced to writing and executed by the
respective




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	 	 	 	duly authorized representatives of each party. Should any provision of this
agreement be invalid, the other stipulations contained herein shall remain in full
force and effect; the invalid provision shall be replaced by a valid stipulation
reflecting the original intentions of the parties hereto.





Sincerely,




OSI Pharmaceuticals, Inc.




	 	 	 
	/s/ COLIN GODDARD, Ph.D.
 

Colin Goddard, Ph.D.

	 	 
	Chief Executive Officer
	 	 






ACCEPTED AND AGREED UPON ON BEHALF OF MEHTA PARTNERS:




	 	 	 
	/s/ VIREN MEHTA
 

Viren Mehta

	 	 







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