EX-10.5: CONSULTING AGREEMENT

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
ASTERISKS DENOTE OMISSIONS

EXHIBIT 10.5

CONSULTING AGREEMENT

     This Consulting Agreement (“ Agreement ”) is signed on April 28, 2006 and effective as of May 2, 2006 (“ Effective Date ”) by and between OSI Pharmaceuticals, Inc., a Delaware corporation (together with its affiliates and subsidiaries, “ OSI ”), having executive offices at 41 Pinelawn Road, Melville, New York 11747, and David Guyer (“ Consultant ”) , having an address at **.

     The initial phase of the Term (as defined in Section 13 hereof) shall commence on the Effective Date and continue until the day immediately prior to the first anniversary of the Effective Date and shall be referred to herein as the “Transition Phase”. The period commencing with the first anniversary of the Effective Date and continuing through the remainder of the Term shall be referred to herein as the “Consulting Period”. Consultant shall provide consulting services to OSI during the Term as follows:

(a)

During the Transition Phase, Consultant shall provide advice and consultation to, as needed and reasonably requested by, OSI and its subsidiary, (OSI) Eyetech, Inc. (“(OSI) Eyetech”) regarding the business and operations of (OSI) Eyetech so as to facilitate an orderly transition of the duties and responsibilities undertaken by Consultant prior to the Effective Date in his role as head of the (OSI) Eyetech business to his successor in such role. Consultant will be available to provide such Services not less than ** days per month for this purpose during the Transition Phase.

	(b)		During the Transition Phase and during the Consulting Period, Consultant will provide advice and consultation to, as needed and reasonably requested by, the Board of Directors of OSI and the CEO and other members of senior management of OSI relating to the field of ophthalmology. In addition, during the Term, Consultant will serve as a technical advisor to the eye disease subcommittee of the OSI Board of Directors. Consultant will be available to provide such Services not less ** days per month during the Term.
	(c)		The services described in subsection (a) and subsection (b) above shall be collectively referred to herein as the “Services.”

     Consultant will carry out the Services to the best of Consultant’s ability in a professional manner consistent with industry standards, in accordance with the standard of care customarily observed with regard to such services in Consultant’s profession and using the Consultant’s expertise and creative talents. Consultant will perform the Services in a timely manner and at a location, time and place that Consultant deems appropriate. Consultant will perform the Services in compliance with all applicable laws, rules and regulations.

(a)

During the Transition Phase, OSI shall pay Consultant an annual retainer of $775,000 which shall be due and payable in two equal installments on November 2, 2006 and May 2, 2007. During the Consulting Period, OSI shall pay Consultant an annual retainer of $250,000 which shall be due and payable in two

			equal installments on the anniversaries of the payment dates during the Transition Phase.
	(b)		OSI will reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with the Consultant’s performance of the Services upon the presentation of receipts for such expenses. To the extent feasible, Consultant will use OSI-designated travel services to make all OSI requested travel arrangements.

     During the Term, OSI shall provide to Consultant the use of an office at OSI’s Times Square facility or another OSI facility mutually agreed upon by Consultant and OSI; provided, however, that the foregoing shall in no way obligate OSI to maintain a facility in New York City for the duration of the Term. During the Term, OSI shall also provide to Consultant administrative support services mutually agreed upon by OSI and Consultant.

(a)

“ Confidential Information ” means confidential or proprietary information of OSI either disclosed orally, graphically, in writing, or in electronic or other form to or otherwise learned by Consultant during the course of his employment by OSI and (OSI) Eyetech and under this Agreement or that should reasonably be known by Consultant to be confidential or proprietary to OSI, including but not limited to information relating to OSI’s research, development, preclinical and clinical programs, data and results; product candidates and products; inventions, works of authorship, trade secrets, processes, conceptions, formulas, patents, patent applications and licenses; IP Rights (as defined in Section 8); business, product, marketing, sales, scientific and technical strategies, programs and results,

including costs and prices; suppliers, manufacturers, customers, market data, personnel, and consultants; and other confidential matters related to OSI, but not including Consultant’s general knowledge and know how.

(b)

Subject to Section 5(c), until ** years after the expiration or termination of this Agreement, Consultant:

	(i)		shall not use Confidential Information for his own benefit or the benefit of any third party except solely for the purpose of performing Services;
	(ii)		shall hold Confidential Information in strictest confidence and shall not disclose Confidential Information to others;
	(iii)		shall use reasonable efforts to protect the confidentiality of Confidential Information; and
	(iv)		shall notify OSI as promptly as practicable of discovery of any unauthorized use or disclosure of Confidential Information.

(c)

Consultant’s obligations under Section 5(b) shall not apply to any Confidential Information that:

	(i)		is now, or becomes in the future, publicly available other than by an act or omission of Consultant in violation of this Section 5;
	(ii)		a third party discloses to Consultant, without any legal restriction on disclosure known to Consultant, and without any breach of any direct or indirect obligation of confidentiality to OSI known to Consultant; or

(iii)

was or is independently developed by Consultant or others on Consultant’s behalf without using any Confidential Information or violating any of Consultant’s obligations under this Agreement.

	(d)		Notwithstanding other provisions of this Agreement, Consultant may disclose Confidential Information to the extent and to the persons or entities required under applicable governmental law, rule, regulation or order, provided that Consultant (i) first gives prompt notice of such disclosure requirement to OSI so as to enable OSI to seek any limitations on or exemptions from such disclosure requirement and (ii) reasonably cooperates at OSI’s request in any such efforts by OSI, at OSI’s expense.
	(e)		Upon the earlier of the completion of the Services or OSI’s request for any reason at any time, Consultant will (i) immediately cease all commercial use of Confidential Information and notify OSI and (ii) promptly, at OSI’s instruction, either return to OSI or destroy all Confidential Information that exists in tangible form, including destroying (but not returning to OSI) any copies, extracts, summaries, or derivative works thereof, and certify in writing to OSI the completion of such return and/or destruction.
	(f)		OSI retains all right, title and interest in and to Confidential Information. This Agreement gives Consultant no right or license to any Confidential Information or any intellectual property or other rights owned by or licensed to OSI, by implication or otherwise, except the right to use Confidential Information solely for performance of Services. OSI may freely transfer, disclose and/or use Confidential Information for its or others’ purposes.

	(a)		During the Term, Consultant shall not serve as an employee of, or consultant to, or owner of more than ** of the equity of, any company that is a Competing Business at the time Consultant serves in such capacity. For purposes of this Agreement, “Competing Business” means (i) during the period beginning on the Effective Date and ending on the first anniversary of the Effective Date, any company that ** of ** , (ii) during the period beginning on the first anniversary of the Effective Date and ending on the second anniversary of the Effective Date, any company that ** and (iii) at any time during the Term, any company that ** . For the avoidance of doubt, ** .
	(b)		During the Term, Consultant shall not, individually or on behalf of or through any third party, directly or indirectly, (i) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultants to OSI to leave the service of OSI for any reason, or employ, cause to be employed, or solicit the employment of, any employees of or consultants to OSI while any such person is providing services to OSI, or (ii) solicit, divert or appropriate or attempt to solicit, divert or appropriate, any customers of OSI’s Eye Business for the purpose of dire