0000950123-08-000372 Sample Contracts

Registration Rights Agreement Dated as of January 9, 2008 among OSI Pharmaceuticals, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Registration Rights Agreement • January 15th, 2008 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this 9th day of January, 2008, among OSI Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and J.P. Morgan Securities Inc. (“JPMorgan”, and together with Merrill Lynch, the “Initial Purchasers”).

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OSI PHARMACEUTICALS, INC., as Issuer, and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of January 9, 2008 3% Convertible Senior Subordinated Notes Due 2038
Indenture • January 15th, 2008 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • New York

THIS INDENTURE, dated as of January 9, 2008, is between OSI Pharmaceuticals, Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”), and The Bank of New York, a New York banking corporation duly incorporated under the laws of the State of New York, as Trustee (the “Trustee”).

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