EX-4.3



 





EXHIBIT 4.3




REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of December 21, 2005 by and
between OSI Pharmaceuticals, Inc., a Delaware corporation (“the Company”), and UBS Securities LLC
(the “Initial Purchaser”) in connection with the Purchase Agreement, dated December 15, 2005 (the
“Purchase Agreement”), between the Company and the Initial Purchaser. In order to induce the
Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution of this Agreement is a condition to
the closing under the Purchase Agreement.




          The Company agrees with the Initial Purchaser, for its benefit as Initial Purchaser and for
the benefit of the beneficial owners (including the Initial Purchaser) from time to time of the
Registrable Securities (as defined herein) (each of the foregoing a “Holder” and together the
“Holders”), as follows:




          Section 1. Definitions. Capitalized terms used herein without definition shall have
their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:




          “Affiliate” means, with respect to any specified person, an “affiliate,” as defined in
Rule 144, of such person.




          “Amendment Effectiveness Deadline Date” has the meaning specified in Section 2(d)
hereof.




          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not
a day on which banking institutions in The City of New York are authorized or obligated by law or
executive order to close.




          “Common Stock” means the shares of Common Stock, $0.01 par value, of the Company and
any other shares of common stock as may constitute “Common Stock” for purposes of the Indenture,
including the Underlying Common Stock.




          “Conversion Price” has the meaning assigned to that term in the Indenture.




          “Damages Accrual Period” has the meaning specified in Section 2(e) hereof.




          “Damages Payment Date” means each Interest Payment Date.




          “Deferral Notice” has the meaning specified in Section 3(i) hereof.




          “Deferral Period” has the meaning specified in Section 3(i) hereof.





 









 








          “Effectiveness Deadline Date” has the meaning specified in Section 2(a) hereof.




          “Effectiveness Period” means the period of two years from the Issue Date or such
shorter period that will terminate upon the earliest of the following: (A) when all Registrable
Securities covered by one or more Shelf Registration Statements have been sold pursuant to such
Shelf Registration Statement(s) and (B) when, in the written opinion of counsel to the Company, all
outstanding Registrable Securities held by persons which are not Affiliates of the Company may be
resold without registration under the Securities Act pursuant to Rule 144(k) under the Securities
Act or any successor provision thereto.




          “Event” has the meaning specified in Section 2(e) hereof.




          “Event Termination Date” has the meaning specified in Section 2(e) hereof.




          “Event Date” has the meaning specified in Section 2(e) hereof.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder.




          “Filing Deadline Date” has the meaning specified in Section 2(a) hereof.




          “Holder” has the meaning specified in the second paragraph of this Agreement.




          “Indenture” means the Indenture dated as of the date hereof between the Company and
The Bank of New York, as trustee, pursuant to which the Securities are being issued.




          “Initial Purchaser” means UBS Securities LLC.




          “Initial Shelf Registration Statement” has the meaning specified in Section 2(a)
hereof. All references to “Initial Shelf Registration Statement” in this Agreement shall include
the Prospectus forming a part of the Initial Shelf Registration Statement, and any amendments or
supplements to such Initial Shelf Registration Statement, including post-effective amendments, all
exhibits, and all materials incorporated by reference or explicitly deemed to be incorporated by
reference in such Initial Shelf Registration Statement.




          “Interest Payment Date” shall have the meaning as set forth in the Indenture.




          “Issue Date” means December 21, 2005.




          “Liquidated Damages Amount” has the meaning specified in Section 2(e) hereof.




          “Material Event” has the meaning specified in Section 3(i) hereof.




          “Notice and Questionnaire” means a written notice delivered to the Company containing
substantially the information called for by the Selling Securityholder Notice and Questionnaire
attached as Annex A to the Offering Memorandum of the Company dated December 15, 2005 relating to
the Securities.




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          “Notice Holder” means, on any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.




          “Principal Amount” means, with the respect to the Securities, the principal amount due
on the maturity date as shown on such Securities.




          “Prospectus” means the prospectus included in any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 415 promulgated under
the Securities Act), as amended or supplemented by any amendment or prospectus supplement,
including post-effective amendments, and all materials incorporated by reference or explicitly
deemed to be incorporated by reference in such Prospectus.




          “Purchase Agreement” has the meaning specified in the first paragraph of this
Agreement.




          “Record Holder” means, with respect to any Damages Payment Date relating to any
Securities or Underlying Common Stock as to which any Liquidated Damages Amount has accrued, the
registered holder of such Securities or Underlying Common Stock, as the case may be, at the close
of business on the June 1 and December 1 immediately preceding the relevant Interest Payment Date.




          “Registrable Securities” means the Securities, until such Securities have been
converted or exchanged, and the Underlying Common Stock and any securities into or for which such
securities have been converted or exchanged, and any security issued with respect thereto upon any
stock dividend, split or similar event until, in the case of any such security, the earliest of (i)
its effective registration under the Securities Act and resale in accordance with the Registration
Statement covering it, (ii) expiration of the holding period that would be applicable thereto under
Rule 144(k) were it not held by an Affiliate of the Company or (iii) its sale to the public
pursuant to Rule 144.




          “Registration Expenses” has the meaning specified in Section 5 hereof.




          “Registration Statement” means any registration statement of the Company that covers
any of the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including post-effective
amendments, all exhibits, and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such registration statement.




          “Restricted Securities” has the meaning assigned to that term in Rule 144.




          “Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.




          “Rule 144A” means Rule 144A under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.




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          “SEC” means the U.S. Securities and Exchange Commission and any successor agency.




          “Securities” means the 2% Convertible Senior Subordinated Notes due 2025 of the
Company to be purchased pursuant to the Purchase Agreement.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.




          “Shelf Registration Statement” has the meaning specified in Section 2(a) hereof, and
which shall include the Initial Shelf Registration Statement and any Subsequent Shelf Registration
Statement. All references to “Shelf Registration Statement” in this Agreement shall include the
Prospectus forming a part of such Shelf Registration Statement, and any amendments or supplements
to such Shelf Registration Statement, including post-effective amendments, all exhibits, and all
materials incorporated by reference or explicitly deemed to be incorporated by reference in such
Shelf Registration Statement.




          “Subsequent Shelf Registration Statement” has the meaning specified in Section 2(b)
hereof. All references to “Subsequent Shelf Registration Statement” in this Agreement shall
include the Prospectus forming a part of such Subsequent Shelf Registration Statement, and any
amendments or supplements to such Subsequent Shelf Registration Statement, including post-effective
amendments, all exhibits, and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such Subsequent Shelf Registration Statement.




          “TIA” means the Trust Indenture Act of 1939, as amended.




          “Trustee” means The Bank of New York (or any successor entity), the Trustee under the
Indenture.




          “Underlying Common Stock means the Common Stock into which the Securities are
convertible or issued upon any such conversion.




          Section 2. Shelf Registration. (a) The Company shall prepare and file or cause to be
prepared and filed with the SEC, as soon as practicable but in any event by the date (the “Filing
Deadline Date”) that is ninety five (95) days after the Issue Date, a Registration Statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a
“Shelf Registration Statement”) registering the resale from time to time by Holders thereof of the
Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf
Registration Statement shall be on Form S-3 or another appropriate form permitting registration of
such Registrable Securities for resale by such Holders in accordance with the methods of
distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The
Company shall use reasonable best efforts to cause the Initial Shelf Registration Statement to be
declared effective under the Securities Act as promptly as is practicable but in any event by the
date (the “Effectiveness Deadline Date”) that is one hundred and eighty (180) days after the Issue
Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement, if applicable) continuously effective under the Securities Act until the expiration of
the Effectiveness Period; provided, however, that no Holder shall be entitled to





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have the Registrable Securities held by it covered by such Shelf Registration Statement unless
such Holder shall have provided a Notice and Questionnaire in accordance with Section 2(d) and is
in compliance with Section 4. None of the Company’s security holders (other than the Holders of
Registrable Securities) shall have the right to include any of the Company’s securities in the
Shelf Registration Statement to be filed pursuant to this Section 2(a).




          (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement
ceases to be effective for any reason at any time during the Effectiveness Period (other than
because all Registrable Securities registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Registrable Securities), the Company shall use all reasonable
efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in
any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf
Registration Statement in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering
the Registrable Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent
Shelf Registration Statement is filed, the Company shall use all reasonable efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as is practicable after
such filing and to keep such Registration Statement (or any other Subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.




          (c) The Company shall supplement and amend any Shelf Registration Statement filed pursuant to
this Agreement if required by the rules, regulations or instructions applicable to the registration
form used by the Company for such Shelf Registration Statement, if required by the Securities Act
or, to the extent to which the Company does not reasonably object, as reasonably requested by the
Initial Purchaser or by the Trustee on behalf of the registered Holders, and shall file Subsequent
Shelf Registration Statements in order to enable Notice Holders to effect resale of their
Registrable Securities in accordance with the provisions hereof, if required by SEC rules and
regulations or pursuant to interpretations of the staff of the SEC.




          (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell
Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will
do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable
Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3)
Business Days prior to any intended distribution of Registrable Securities under the Shelf
Registration Statement. From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as promptly as is practicable after the date a Notice and
Questionnaire is delivered, and in any event within five (5) Business Days after such date (or
within thirty (30) Business Days after such date in connection with the filing of an additional
Shelf Registration Statement pursuant to this Section, if required by SEC rules and regulations or
pursuant to interpretations of the staff of the SEC), (i) if required by applicable law, file with
the SEC a post-effective amendment to the Shelf Registration Statement or an additional Shelf
Registration Statement or prepare and, if required by applicable law, file a supplement to the
related Prospectus or a supplement or amendment to any document incorporated therein by reference
or file any other required document so that the Holder delivering such Notice and Questionnaire is
named as a selling security holder in a Shelf Registration Statement in such a




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manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company shall file an additional Shelf
Registration Statement or a post-effective amendment to the Shelf Registration Statement, use all
reasonable efforts to cause such additional Shelf Registration Statement or post-effective
amendment to be declared effective under the Securities Act as promptly as is practicable, but in
any event by the date (the “Amendment Effectiveness Deadline Date”) that is thirty (30)
days after the date such additional Shelf Registration Statement or post-effective amendment is
required by this clause to be filed; (ii) provide such Holder copies of any documents filed
pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the
effectiveness under the Securities Act of any additional Shelf Registration Statement and
post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice
and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii)
and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i),
provided, further, that if under applicable law the Company has more than one
option as to the type or manner of making any such filing, it will make the required filing or
filings in the manner or of a type that is reasonably expected to result in the earliest
availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding
anything contained herein to the contrary, the Company shall be under no obligation to name any
Holder that is not a Notice Holder as a selling security holder in any Registration Statement or
related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the
provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the
time the Registration Statement was declared effective) shall be named as a selling security holder
in the Registration Statement or related Prospectus in accordance with the requirements of this
Section 2(d).




          (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages,
and that it would not be feasible to ascertain the extent of such damages with precision, if (i)
the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline
Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company has failed to
perform its obligations set forth in Section 2(d) hereof within the time period required therein,
(iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted
in respect of such period pursuant to Section 3(i) hereof or (v) the number of Deferral Periods in
any period exceeds the number permitted in respect of such period pursuant to Section 3(i) (each of
the events of a type described in any of the foregoing clauses (i) through (v) are individually
referred to herein as an “Event,” and the Filing Deadline Date in the case of clause (i),
the Effectiveness Deadline Date in the case of clause (ii), the date by which the Company is
required to perform its obligations set forth in Section 2(d) in the case of clause (iii)
(including the filing of any post-effective amendment prior to the Amendment Effectiveness Deadline
Date), the date on which the aggregate duration of Deferral Periods in any period exceeds the
number of days permitted by Section 3(i) hereof in the case of clause (iv), and the date of the
commencement of a Deferral Period that causes the limit on the number of Deferral Periods in any
period under Section 3(i) hereof to be exceeded in the case of clause (v), being referred to
herein as an “Event Date”). Events shall be deemed to continue until the “Event Termination Date,”
which shall be the following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the type described in




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clause (i), the date the Initial Shelf Registration Statement is declared effective under the
Securities Act in the case of an Event of the type described in clause (ii), the date the Company
performs its obligations set forth in Section 2(d) in the case of an Event of the type described in
clause (iii) (including, without limitation, the date the additional Shelf Registration Statement
or relevant post-effective amendment to the Shelf Registration Statement is declared effective
under the Securities Act), termination of the Deferral Period that caused the limit on the
aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the
case of the commencement of an Event of the type described in clause (iv), and termination of the
Deferral Period the commencement of which caused the number of Deferral Periods in a period
permitted by Section 3(i) to be exceeded in the case of an Event of the type described in clause
(v).




          Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the
next date on which there are no Events that have occurred and are continuing (a “Damages Accrual
Period”), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the
“Liquidated Damages Amount”), payable on the Damages Payment Dates to Record Holders, accruing for
each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or,
in respect of the first time that the Liquidation Damages Amount is to be paid to Holders on a
Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date)
and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual
Period or (B) the Next Damages Payment Date, at a rate per annum equal to one-quarter of one
percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum
equal to one-half of one percent (0.5%), of the aggregate Principal Amount of such Securities or,
if the Holder has converted such Securities into Underlying Common Stock and such shares of Common
Stock then constitute Registrable Securities, the Conversion Price of such Securities in effect at
the time of such conversion, in each case, determined as of the Business Day immediately preceding
the next Damages Payment Date; provided, that any Liquidated Damages Amount accrued with respect to
any Securities or portion thereof called for redemption on a redemption date or converted into
Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such
event, be paid instead to the Holder who submitted such Securities or portion thereof for
redemption or conversion on the applicable redemption date or conversion date, as the case may be,
on such date (or promptly following the conversion date, in the case of conversion).
Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable
Security from and after the earlier of (x) the date such security is no longer a Registrable
Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated
Damages Amount per year shall not exceed the 0.5% notwithstanding the occurrence of multiple
concurrent Events. Following the cure of all Events requiring the payment by the Company of
Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the
accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any
subsequent Event requiring the payment of Liquidated Damages Amount by the Company).




          The Trustee shall be entitled, on behalf of Holders of Securities or Underlying Common Stock,
to seek any available remedy for the enforcement of this Agreement, including for the payment of
any Liquidated Damages Amount. Nothing shall preclude a Notice Holder or Holder of Registrable
Securities from pursuing or obtaining specific performance or other equitable relief with respect
to this Agreement.




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          All of the Company’s obligations set forth in this Section 2(e) that are outstanding with
respect to any Registrable Security at the time such security ceases to be a Registrable Security
shall survive until such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)).




          The parties hereto agree that the liquidated damages provided for in this Section 2(e)
constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable
Securities by reason of the failure of the Shelf Registration Statement to be filed or declared
effective or available for effecting resales of Registrable Securities in accordance with the
provisions hereof.




          Section 3. Registration Procedures. In connection with the registration obligations
of the Company under Section 2 hereof, the Company shall:





     (a) Before filing any Registration Statement or Prospectus or any amendments or
supplements thereto with the SEC, furnish to the Initial Purchaser copies of all such
documents proposed to be filed and use reasonable efforts to reflect in each such document
when so filed with the SEC such comments as the Initial Purchaser reasonably shall propose
within three (3) Business Days of the delivery of such copies to the Initial Purchaser.




     (b) Prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement continuously
effective for the applicable period specified in Section 2(a); cause the related Prospectus
to be supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and
use all reasonable efforts to comply with the provisions of the Securities Act applicable to
it with respect to the disposition of all securities covered by such Registration Statement
during the Effectiveness Period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement as so amended or such
Prospectus as so supplemented.




     (c) As promptly as practicable give notice to the Notice Holders and the Initial
Purchaser (i) when any Prospectus, Prospectus supplement, Registration Statement or
post-effective amendment to a Registration Statement has been filed with the SEC and, with
respect to a Registration Statement or any post-effective amendment, when the same has been
declared effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal or state
governmental authority for amendments or supplements to any Registration Statement or
related Prospectus or for additional information, (iii) of the issuance by the SEC or any
other federal or state governmental authority of any stop order suspending the effectiveness
of any Registration Statement or the initiation or threatening of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose, (v) of the occurrence of (but not the nature of or details



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concerning) a Material Event (provided, however, that no notice by the Company shall be
required pursuant to this clause (v) in the event that the Company either promptly files a
Prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange
Act report that is incorporated by reference into the Registration Statement, which, in
either case, contains the requisite information with respect to such Material Event that
results in such Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements contained therein
not misleading) and (vi) of the determination by the Company that a post-effective amendment
to a Registration Statement will be filed with the SEC, which notice may, at the discretion
of the Company (or as required pursuant to Section 3(i)), state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(i) shall apply.




     (d) Use all reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable Securities for
sale in any jurisdiction in which they have been qualified for sale, in either case at the
earliest possible moment.




     (e) If reasonably requested by the Initial Purchaser or any Notice Holder, promptly as
reasonably practicable incorporate in a Prospectus supplement or post-effective amendment to
a Registration Statement such information as the Initial Purchaser or such Notice Holder
shall, on the basis of an opinion of nationally-recognized counsel experienced in such
matters, determine to be required to be included therein by applicable law and make any
required filings of such Prospectus supplement or such post-effective amendment; provided,
that the Company shall not be required to take any actions under this Section 3(e) that are
not, in the reasonable opinion of counsel for the Company, in compliance with applicable
law.




     (f) As promptly as practicable furnish to each Notice Holder and the Initial Purchaser,
upon their request and without charge, at least one (1) conformed copy of the Registration
Statement and any amendment thereto, including financial statements but excluding schedules,
all documents incorporated or deemed to be incorporated therein by reference and all
exhibits (unless requested in writing to the Company by such Notice Holder or the Initial
Purchaser, as the case may be).




     (g) During the Effectiveness Period, deliver to each Notice Holder in connection with
any sale of Registrable Securities pursuant to a Registration Statement, without charge, as
many copies of the Prospectus or Prospectuses relating to such Registrable Securities
(including each preliminary prospectus) and any amendment or supplement thereto as such
Notice Holder may reasonably request; and the Company hereby consents (except during such
periods that a Deferral Notice is outstanding and has not been revoked) to the use of such
Prospectus or each amendment or supplement thereto by each Notice Holder in connection with
any offering and sale of the Registrable Securities covered by such Prospectus or any
amendment or supplement thereto in the manner set forth therein.



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     (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf
Registration Statement, use all reasonable efforts to register or qualify or cooperate with
the Notice Holders in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions within the United States as any Notice
Holder reasonably requests in writing (which request may be included in the Notice and
Questionnaire); prior to any public offering of the Registrable Securities pursuant to the
Shelf Registration Statement, use all reasonable efforts to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period in
connection with such Notice Holder’s offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom) and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the relevant Registration Statement and
the related Prospectus; provided, that the Company will not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Agreement or (ii) take any action that would
subject it to general service of process in suits or to taxation in any such jurisdiction
where it is not then so subject.




     (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of
the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf
Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence
of any event or the existence of any fact (a “Material Event”) as a result of which any
Registration Statement shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading, or (C) the occurrence or existence of any pending corporate development that, in
the discretion of the Company, makes it appropriate to suspend the availability of the Shelf
Registration Statement and the related Prospectus, (i) in the case of clause (B) above,
subject to the next sentence, as promptly as practicable prepare and file a post-effective
amendment to such Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document that would be
incorporated by reference into such Registration Statement and Prospectus so that such
Registration Statement does not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading, as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, and, in the case of a post-effective amendment to a
Registration Statement, subject to the next sentence, use all reasonable efforts to cause it
to be declared effective as promptly as is reasonably practicable, and (ii) give notice to
the Notice Holders that the availability of the Shelf Registration Statement is suspended (a
“Deferral Notice”) and, upon receipt of any Deferral Notice, each Notice Holder agrees not
to sell any Registrable Securities



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pursuant to the Registration Statement until such Notice Holder’s receipt of copies of
the supplemented or amended Prospectus provided for in clause (i) above, or until it is
advised in writing by the Company that the Prospectus may be used, and has received copies
of any additional or supplemental filings that are incorporated or deemed incorporated by
reference in such Prospectus. The Company will use all reasonable efforts to ensure that
the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as
is practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the
Company, public disclosure of such Material Event would not be prejudicial to or contrary to
the interests of the Company or, if necessary to avoid unreasonable burden or expense, as
soon as reasonably practicable thereafter and (z) in the case of clause (C) above, as soon
as, in the discretion of the Company, such suspension is no longer appropriate. The period
during which the availability of the Registration Statement and any Prospectus is suspended
(the “Deferral Period”) shall, without the Company incurring any obligation to pay
liquidated damages pursuant to Section 2(e), not exceed thirty (30) days in any three (3)
month period or ninety (90) days in any twelve (12) month period.




     (j) If reasonably requested in writing in connection with a disposition of Registrable
Securities pursuant to a Registration Statement, make reasonably available for inspection
during normal business hours by a representative for the Notice Holders of such Registrable
Securities and any broker-dealers, attorneys and accountants retained by such Notice
Holders, all relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate executive
officers, directors and designated employees of the Company and its subsidiaries to make
reasonably available for inspection during normal business hours all relevant information
reasonably requested by such representative for the Notice Holders or any such
broker-dealers, attorneys or accountants in connection with such disposition, in each case
as is customary for similar “due diligence” examinations; provided, however, that such
persons shall first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as confidential at the
time of delivery of such information shall be kept confidential by such persons and shall be
used solely for the purposes of exercising rights under this Agreement, unless (i)
disclosure of such information is required by court or administrative order or is necessary
to respond to inquiries of regulatory authorities, (ii) disclosure of such information is
required by law (including any disclosure requirements pursuant to federal securities laws
in connection with the filing of any Registration Statement or the use of any Prospectus
referred to in this Agreement), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any such person or
(iv) such information becomes available to any such person from a source other than the
Company and such source is not bound by a confidentiality agreement; and provided
further, that the foregoing inspection and information gathering shall, to the greatest
extent possible, be coordinated on behalf of all the Notice Holders and the other parties
entitled thereto by the counsel referred to in Section 5.




     (k) Comply with all applicable rules and regulations of the SEC and make generally
available to its securityholders earning statements (which need not be audited)



11









 






satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month period if
such period is a fiscal year), or such shorter period as required by the Securities Act and
the Exchange Act and the rules and regulations thereunder, as in effect at any relevant
time, commencing on the first day of the first fiscal quarter of the Company commencing
after the effective date of a Registration Statement, which statements shall cover said
12-month periods.




     (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery
of certificates representing Registrable Securities sold pursuant to a Registration
Statement, and cause such Registrable Securities to be in such denominations as are
permitted by the Indenture and registered in such names as such Notice Holder may request in
writing at least two Business Days prior to any sale of such Registrable Securities.




     (m) Provide a CUSIP number for all Registrable Securities covered by each Registration
Statement not later than the effective date of such Registration Statement and provide the
Trustee for the Securities and the transfer agent for the Common Stock with printed
certificates for the Registrable Securities that are in a form eligible for deposit with The
Depository Trust Company.




     (n) Make a reasonable effort to provide such information as is required for any filings
required to be made with the National Association of Securities Dealers, Inc.




     (o) Upon (i) the filing of the Initial Shelf Registration Statement and (ii) the
effectiveness of the Initial Shelf Registration Statement, announce the same, in each case
by release to Reuters Economic Services and Bloomberg Business News.




     (p) Enter into such customary agreements and take all such other reasonable necessary
actions in connection therewith (including those reasonably requested by the holders of a
majority of the Registrable Securities being sold) in order to expedite or facilitate
disposition of such Registrable Securities.




     (q) Cause the Indenture to be qualified under the TIA not later than the effective date
of any Registration Statement; and in connection therewith, cooperate with the Trustee to
effect such changes to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA and execute, and use all reasonable efforts to cause
the Trustee to execute, all documents as may be required to effect such changes, and all
other forms and documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner.



          Section 4. Holder’s Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of
such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus
relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as
required pursuant to Section 2(d) hereof (including the information required to be included in




12









 







such Notice and Questionnaire)
and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish
to the Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other information regarding
such Notice Holder and the distribution of such Registrable Securities as may be required to be
disclosed in the Registration Statement under applicable law.




          Section 5. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations under Sections 2 and
3 of this Agreement whether or not any of the Registration Statements are declared effective. Such
fees and expenses shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (x) with respect to filings required to be made
with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and
state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements
of the counsel specified in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice Holders of a majority of
the Registrable Securities being sold pursuant to a Registration Statement may designate), (ii)
printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication
expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders
hereunder, (iv) fees and disbursements of counsel for the Company in connection with the Shelf
Registration Statement, and (v) reasonable fees and disbursements of the Trustee and its counsel
and of the registrar and transfer agent for the Common Stock. In addition, the Company shall bear
or reimburse the Notice Holders for the reasonable fees and disbursements of one firm of legal
counsel for the Holders, which shall initially be Shearman & Sterling LLP, but which may, upon the
written consent of the Initial Purchaser (which shall not be unreasonably withheld), be another
nationally recognized law firm experienced in securities law matters designated by the Company. In
addition, the Company shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing legal or accounting
duties), the expense of any annual audit, the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange on which similar securities of the
Company are then listed and the fees and expenses of any person, including special experts,
retained by the Company.




          Section 6. Indemnification; Contribution. (a) The Company agrees to indemnify and
hold harmless the Initial Purchaser and each holder of Registrable Securities and each person, if
any, who controls the Initial Purchaser or any holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:





     (i) against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, arising out of any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment thereto), or the omission or
alleged omission therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading or
arising out of any untrue statement or alleged untrue statement of a material fact included
in any preliminary prospectus or the Prospectus (or any amendment or supplement



13









 






thereto), or
the omission or alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading;




     (ii) against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or
of any claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such
settlement is effected with the prior written consent of the Company; and




     (iii) against any and all expense whatsoever, as incurred (including the fees and
disbursements of counsel), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above;


provided, however, that this indemnity shall not apply to any loss, liability,
claim, damage or expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with information furnished to
the Company by the Initial Purchaser or such holder of Registrable Securities (which also
acknowledges the indemnity provisions herein) and each person, if any, who controls the Initial
Purchaser or any such holder of Registrable Securities expressly for use in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).




          (b) In connection with any Shelf Registration in which a holder, including, without
limitation, the Initial Purchaser, of Registrable Securities is participating, in furnishing
information relating to such holder of Registrable Securities to the Company expressly for use in
such Registration Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto, the holders of such Registrable Securities agree, severally and not jointly,
to indemnify and hold harmless the Initial Purchaser and each person, if any, who controls the
Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act and the Company, and each person, if any, who controls the Company within the
meaning of either such Section, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such holder of Registrable Securities (which also
acknowledges the indemnity provisions herein) and each person, if any, who controls any such holder
of Registrable Securities expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).






14









 








          The Initial Purchaser agrees to indemnify and hold harmless the Company, the holders of
Registrable Securities, and each person, if any, who controls the Company or any holder of
Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with information furnished to
the Company by the Initial Purchaser expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).




          (c) Each indemnified party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party
from any liability hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. An indemnifying party may participate at its own expense in the defense
of any such action; provided, however, that counsel to the indemnifying party shall
not (except with the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying party shall, without
the prior written consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all liability arising
out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.




          (d) If at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees
that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected
without its written consent if (i) such settlement is entered into more than 45 days after receipt
by such indemnifying party of aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into
and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance
with such request for fees and expenses prior to the date of such settlement.




          (e) If the indemnification provided for in this Section 6 is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses





15









 







incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified party on the other hand
in connection with the statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.




          The relative fault of the Company on the one hand and the holders of the Registrable
Securities or the Initial Purchaser on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the Company or by the
holder of the Registrable Securities or the Initial Purchaser and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.




          The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 6(e) were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred by an indemnified
party and referred to above in this Section 6(e) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.




          Notwithstanding the provisions of this Section 6, neither the holder of any Registrable
Securities nor the Initial Purchaser, shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which the Registrable Securities sold by such
holder of Registrable Securities or unwritten by the Initial Purchaser, as the case may be, and
distributed to the public were offered to the public exceeds the amount of any damages that such
holder of Registrable Securities or the Initial Purchaser have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission.




          No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.




          For purposes of this Section 6(e), each person, if any, who controls the Initial Purchaser or
any holder of Registrable Securities within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the Initial Purchaser
or such holder, and each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution
as the Company.




          Section 7.  Information Requirements. The Company covenants that, if at any time before the end of the Effectiveness Period the
Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with
any Holder of Registrable Securities and take such further reasonable action as any Holder of
Registrable Securities may reasonably request in writing (including, without limitation, making
such reasonable representations as any





16









 







such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144
and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to
such exemptions. Upon the written request of any Holder of Registrable Securities, the Company
shall deliver to such Holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company’s most recent report
required to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities (other than Common Stock) under any section of the Exchange Act.




          Section 8.  Miscellaneous. (a) No Conflicting Agreements. The Company is not, as
of the date hereof, a party to, nor shall it, on or after the date of this Agreement, enter into,
any agreement with respect to its securities that conflicts with the rights granted to the Holders
of Registrable Securities in this Agreement. The Company represents and warrants that the rights
granted to the Holders of Registrable Securities hereunder do not in any way conflict with the
rights granted to the holders of the Company’s securities under any other agreements.




          (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the Company has obtained the
written consent of Holders of a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of Securities deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which
such Securities are or would be convertible or exchangeable as of the date on which such consent is
requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable
Securities whose securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders of Registrable Securities may be given by
Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the immediately preceding
sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any such amendment,
modification, supplement, waiver or consent effected pursuant to this Section 8(b), whether or not
any notice, writing or marking indicating such amendment, modification, supplement, waiver or
consent appears on the Registrable Securities or is delivered to such Holder.




          (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight
delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made,
if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day
after being deposited with such courier, if made by overnight courier or (iv) on the date indicated
on the notice of receipt, if made by first-class mail, to the parties as follows:




17









 









     (w) if to a Holder of Registrable Securities that is not a Notice Holder, at the
address for such Holder then appearing in the Registrar (as defined in the Indenture);




     (x) if to a Notice Holder, at the most current address given by such Holder to the
Company in a Notice and Questionnaire or any amendment thereto;




     (y) if to the Company, to:


OSI Pharmaceuticals, Inc.

58 South Service Road, Suite 110

Melville, NY 11747

Attention: Barbara Wood, General Counsel



Telephone No.: (631) 962-2000

Telecopy No.: (631) 752-3880



and





     (z) if to the Initial Purchaser, to:


UBS Securities LLC

299 Park Avenue

New York, NY 10171

Attention: Chris Hite



with a copy to:



UBS Securities LLC

Legal Dept – Investment Banking Group

299 Park Avenue

New York, NY 10171



Telecopy No.: (212) 821-4042





     or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.



          (d) Approval of Holders. Whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, the Registrable Securities held by the
Company or its Affiliates (other than the Initial Purchaser or subsequent Holders of
Registrable Securities if such subsequent Holders are deemed to be such Affiliates solely by
reason of their holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.




          (e) Successors and Assigns. Any person who purchases any Registrable Securities from
the Initial Purchaser shall be deemed, for purposes of this Agreement, to be an assignee of the
Initial Purchaser. This Agreement shall inure to the benefit of and be binding




18









 







upon the successors
and assigns of each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities.




          (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
original and all of which taken together shall constitute one and the same agreement.




          (g) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          (h) Governing Law. This agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws principles thereof.




          (i) Severability. If any term, provision, covenant or restriction of this Agreement
is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby, and the parties hereto shall use their best
efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction, it being intended
that all of the rights and privileges of the parties shall be enforceable to the fullest extent
permitted by law.




          (j) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to the registration
rights granted by the Company with respect to the Registrable Securities. This Agreement
supersedes all prior agreements and undertakings among the parties with respect to such
registration rights.




          (k) Termination. This Agreement and the obligations of the parties hereunder shall
terminate upon the expiration of the Effectiveness Period, except for any liabilities or
obligations under Sections 4, 5 or 6 hereof and the obligations to make payments of and provide for
liquidated damages under Section 2(e) hereof to the extent such damages accrue prior to the end of
the Effectiveness Period, each of which shall remain in effect in accordance with its terms.




[Remainder of this page intentionally left blank]





19









 








          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




	 	 	 	 	 
	 	OSI PHARMACEUTICALS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	CONFIRMED AND ACCEPTED,	 	 
	    as of the date first above written:	 	 
	 
	 	 	 	 
	UBS SECURITIES LLC	 	 
	 
	 	 	 	 
	By:

	 	UBS SECURITIES LLC
	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:	 	 
	 

	 	Title: