- Statement of Changes in Beneficial Ownership (4)
08 June 2010 - 9:25AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LEUNG GABRIEL
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2. Issuer Name
and
Ticker or Trading Symbol
OSI PHARMACEUTICALS INC
[
OSIP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & Pres. Pharma. Business
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(Last)
(First)
(Middle)
C/O OSI PHARMACEUTICALS, INC., 420 SAW MILL RIVER RD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/3/2010
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(Street)
ARDSLEY, NY 10502
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/3/2010
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U
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19414
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D
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$57.50
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18910
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D
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Common Stock
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6/3/2010
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D
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17225
(1)
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D
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$57.50
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1685
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D
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Common Stock
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6/3/2010
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F
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775
(2)
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D
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$57.50
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910
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$23.85
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6/3/2010
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D
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1000
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(3)
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5/20/2013
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Common Stock
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1000
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$57.50
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0
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D
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Stock Option (Right to Buy)
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$30.74
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6/3/2010
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D
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10000
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(3)
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6/24/2013
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Common Stock
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10000
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$57.50
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0
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D
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Stock Option (Right to Buy)
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$67.63
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6/3/2010
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D
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26200
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(4)
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6/16/2014
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Common Stock
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26200
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$57.50
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0
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D
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Stock Option (Right to Buy)
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$38.01
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6/3/2010
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D
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36430
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(3)
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6/14/2012
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Common Stock
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36430
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$57.50
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0
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D
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Stock Option (Right to Buy)
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$29.77
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6/3/2010
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D
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20000
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(3)
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6/12/2013
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Common Stock
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20000
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$57.50
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0
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D
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Stock Option (Right to Buy)
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$37.74
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6/3/2010
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D
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20000
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(3)
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12/12/2013
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Common Stock
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20000
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$57.50
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0
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D
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Stock Option (Right to Buy)
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$47.29
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6/3/2010
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D
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18000
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(3)
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12/11/2014
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Common Stock
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18000
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$57.50
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0
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D
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Stock Option (Right to Buy)
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$33.62
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6/3/2010
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D
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48000
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(3)
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12/15/2015
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Common Stock
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48000
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$57.50
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0
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D
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Stock Option (Right to Buy)
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$35.40
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6/3/2010
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D
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20000
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(3)
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12/14/2019
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Common Stock
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20000
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$57.50
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0
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D
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Explanation of Responses:
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(
1)
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Represents the number of unvested Restricted Stock Units that were canceled in exchange for a cash payment of $57.50 per unit in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc.
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(
2)
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Reflects the withholding of shares by the company to satisfy the tax liability upon the vesting of restricted stock.
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(
3)
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These stock options were canceled in exchange for a cash payment in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. The cash payment made with respect to each stock option equals the product of (x) the number of shares issuable upon the exercise of such option multiplied by (y) the excess, if any, of $57.50 over the exercise price per share for such option.
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(
4)
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These stock options were canceled in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. As the exercise price of the options was above $57.50, no cash payment was provided.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LEUNG GABRIEL
C/O OSI PHARMACEUTICALS, INC.
420 SAW MILL RIVER RD.
ARDSLEY, NY 10502
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EVP & Pres. Pharma. Business
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Signatures
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/s/ Pierre Legault, attorney-in-fact for Mr. Leung
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6/7/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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