Item 1.01. Entry into a Material Definitive Agreement.
On November 20, 2008, OSI Pharmaceuticals, Inc. ("OSI"), entered into a Consulting Agreement (the "Agreement") with Mehta Partners pursuant to which it is engaging Mehta Partners to provide strategic and financial counseling services for OSI. The services provided for under the Agreement commenced on October 1, 2008 and will terminate on March 31, 2009. In consideration for the services provided by Mehta Partners, OSI will pay Mehta Partners a fee of $100,000 and will reimburse Mehta Partners for all reasonable out-of-pocket expenses incurred in connection with the rendering of the services under the Agreement. Dr. Viren Mehta, founder and managing partner of Mehta Partners, is a member of the Board of Directors of OSI. A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description 10.1 Consulting Agreement, dated as of November 20, 2008, by and between OSI Pharmaceuticals, Inc. and Mehta Partners.

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