PROSIDION LIMITED SERVICE CONTRACT

Executive Employment Agreement

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OSI PHARMACEUTICALS INC | Prosidion Limited

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Title: PROSIDION LIMITED SERVICE CONTRACT
Date: 9/26/2005
Industry: BIOTRX

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EX-10.1

EXHIBIT 10.1

PROSIDION LIMITED

SERVICE CONTRACT

This Agreement sets out the particulars of the terms and conditions of your employment with Prosidion Limited (hereafter referred to as “the Company”), of Watlington Road, Oxford, OX4 6LT as required by law.

1		NAME: DR ANKER LUNDEMOSE

2		ROLE: CEO AND DIRECTOR OF THE COMPANY, PRESIDENT OF (OSI) PROSIDION AND EXECUTIVE VICE PRESIDENT OF OSI PHARMACEUTICALS, INC., PARENT COMPANY OF THE COMPANY.

2.1		Your role is chief executive officer and director of the Company, President of (OSI) Prosidion, the diabetes and obesity business unit of OSI Pharmaceuticals, Inc. (“OSIP”) the parent company of the Company, and Executive Vice President of OSIP, pursuant to which OSIP office, you shall serve on the Executive Management Committee of OSIP.

3		LOCATION

		Your normal place of work is at the Company’s offices in Oxford, U.K., as set out above or such other location in the UK as the Company may from time to time require. During the course of your employment you may be required to work at other locations within the U.K. You may also be required to travel in the U.K. or overseas as the Company may from time to time require.

4		DATE OF COMMENCEMENT OF SERVICE CONTRACT: SEPTEMBER 20, 2005

5		REMUNERATION

5.1		Your employment is on a salaried basis. Your base salary is one hundred and seventy five thousand pounds (£175,000) per annum and will be paid monthly in arrears. All payments are by credit transfer into your nominated bank or building society account and will be equal to 1/12^th of your annual salary for each full month worked. You shall also receive a car allowance of £1,200 per month.

5.2		Salary reviews will be carried out annually. Your salary may (but will not necessarily) be increased with effect from the review date. You will be notified in writing of any such change in salary.

5.3		In addition to your base salary, for each year that you are employed with the Company, you will be eligible to receive a bonus, determined and payable in accordance with OSIP’s practices applicable to bonuses paid to its executives. This bonus system is a discretionary annual performance-based incentive bonus system, approved by OSIP’s Board, and is based upon a combination of personal and corporate performance contributing to your maximum target.

5.4		The Company shall reimburse you for all of your costs in relation to home telephone expenses, cellular telephone expenses and home PC high-speed Internet connection (ADSL) upon the submission of receipts in a timely manner.

5.5		The Company will reimburse you, upon presentation of appropriate documentation, for all reasonable costs incurred by you in connection with the preparation of your annual UK tax return for the tax years 2004/ 2005 and 2005/2006.

5.6		The Company will reimburse you upon presentation of appropriate documentation, for all costs incurred by you in connection with the seeking of legal and financial advice relating to your tax affairs as a consequence of relocation to the UK, to a maximum sum of thirty thousand pounds (£30, 000).

5.7		On each date that annual stock options are granted by OSIP to its executive management group, so long as you then remain in the employ of the Company or OSIP, OSIP will grant to you an option (an “Annual Option”) to purchase a number of shares of Common Stock of OSIP to be determined by the Compensation Committee of the Board of Directors of OSIP based upon your grade level. The exercise price for each Annual Option will be the fair market value per share of Common Stock on the date the Annual Option is granted and the other terms and conditions of the Annual Option will be as set forth in the Plan and Option Agreement accompanying such Annual Option. Notwithstanding the foregoing, each Annual Option and any options to purchase shares of Common Stock of OSIP granted as at the date hereof shall automatically vest and be fully exercisable upon a Change of Control (as hereinafter defined).

6		RIGHT OF ABODE

		It is the Company’s policy to insist that all employees provide original documentation proving that they have a right to work in the UK.

7		HOLIDAYS

7.1		The holiday year will run from 1^st April to 31^st March of the following year. In addition to normal bank and public holidays in England, you will be entitled in every holiday year to thirty (30) working days paid holiday (and pro rata to the period employed in every such year in which your service is for less than the holiday year). This holiday entitlement is inclusive of your statutory holiday entitlement under the Working Time Regulations 1998, which shall, in each holiday year, be deemed to be taken first. The Company reserves the right to require you to take holiday on certain days determined by the Company and it is agreed that Regulation 15 of the Working Time Regulations 1998 is excluded.

7.2		On termination of your employment you are required to take any unused holiday entitlement during any period of notice unless notified to the contrary (and in writing) by the Company. Only if you are unable to take your unused entitlement because of the Company’s requirements of you during the notice period, or to the extent, if any, that such unused entitlement exceeds your period of notice, will a payment in lieu of such accrued but untaken holiday entitlement be made. Deductions from sums due to you on termination of employment will include a sum in respect of any day’s holiday you may have taken in excess of your actual holiday entitlement on termination. A day’s pay for the purposes of this clause means 1/260^th of your annual salary.

8		PENSION SCHEME

		The Company is not contracted out of the State Earnings Related Pension Scheme and all employees contribute at ordinary rates to the National Insurance Scheme. The Company operates a group personal pension plan. Eligibility to join the scheme is determined by the Company and eligible employees may join the Scheme at the earliest opportunity following the month in which they commence employment. During the term of your employment, the Company will contribute twelve percent (12%) of your annual salary, on a pro rated monthly basis, to such plan. You may, at your discretion, make additional contributions to the plan, subject to statutory limits.

9		PRIVATE MEDICAL INSURANCE

		You are invited to join a free medical scheme and pay for dependents to be included. The Company reserves the right to change the provider and the scheme as necessary.

10		PERMANENT HEALTH INSURANCE

		Subject to you meeting the Insurers eligibility criteria, the Company will provide free permanent health insurance of seventy five percent (75%) of salary for absences over twenty-six (26) continuous weeks. The amount will be based on basic salary at the time of becoming ill and will not be increased during payment. In addition to your salary payments this benefit also covers your employer pension contribution in place at the time of becoming ill.

11		LIFE ASSURANCE

		You will be provided with Life Assurance by the Company to the amount of four (4) times your current salary at the time.

12		BENEFITS

12.1		If you are absent from work due to sickness or injury, the Company will pay you your normal remuneration, including benefits, for up to twenty-six (26) weeks in any calendar year. Thereafter, you may be entitled to continued permanent health insurance payment pursuant to Paragraph 10 or the Company may, in its discretion, continue payment as above for such longer period as the Company may, in its discretion, determine.
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