<PAGE>
EXHIBIT 10.50
[CHASE LETTERHEAD]
December 13, 2005
OSI Pharmaceuticals, Inc.
58 South Service Road
Suite 110
Melville, NY 11747
Attention
Michael G. Atieh, Executive Vice President &
Chief Financial Officer
Stephen R. Grillo, Director, Purchasing & Treasury
Re:
Commitment
Letter
Ladies and Gentlemen
OSI Pharmaceuticals,
Inc. ("you" or the "Borrower" has requested that J.P.
Morgan Securities Inc. ("JPMorgan"), agree to structure, arrange
and syndicate a
senior revolving credit facility in an aggregate amount of
$75,000,000 for the
Borrower, and that JPMorgan Chase Bank, N.A. "Chase") commit to
provide the
$75,000,000 senior secured credit facility (the "Facility") and to
serve as
administrative agent for the Facility. JPMorgan is pleased to
advise you that it
is willing to act as exclusive arranger for the Facility.
Furthermore (a) Chase is pleased to advise you of its commitment to
provide
the entire amount of the Facility, and (b) JPMorgan is pleased to
advise you of
its agreement to uses commercially reasonable efforts to assemble a
syndicate of
financial institutions as recommended to JPMorgan and Chase by you
and as
identified by JPMorgan and Chase in consultation with you, to
participate in the
Facility, in each case upon the terms and subject to the conditions
set forth in
this commitment letter (the "Commitment Letter") and in the Term
Sheet attached
hereto (the "Term Sheet").
It
is agreed that Chase will act as the sole and exclusive
administrative
agent, and that JPMorgan will act as the sole and exclusive Lead
Arranger and
Bookrunner (in such capacities, the "Lead Arranger") for the
Facility: provided
that the commitments of Chase to act as administrative agent and to
provide a
portion of the Facility may be assumed by an affiliated bank and
JPMorgan may
assign some or all of its rights and delegate some or all of
its
responsibilities hereunder to one of its affiliates. You agree that
no other
agents, co-agents or arrangers will be appointed, no other titles
will be
awarded and no compensation (other than that expressly contemplated
by the Term
Sheet and the Fee Letter referred to below) will be paid in
connection with the
Facility unless you and we shall so agree.
We
intend to syndicate the Facility to a group of financial
institutions
(together with Chase, the financial institutions becoming lenders
under the
Facility being collectively referred to herein as the "Lenders")
which have been
recommended to us by you; provided, that we reserve the right to
include
additional financial institutions identified by us in consultation
with you.
JPMorgan intends to commence syndication efforts promptly upon the
execution of
this
<PAGE>
Commitment Letter, and you agree actively to assist JPMorgan in
completing a
syndication satisfactory to it. Such assistance shall include (a)
your using
commercially reasonable efforts to ensure that the syndication
effects benefit
materially from your existing banking relationships, (b) direct
contact between
senior management and advisors of the Borrower and the subsidiaries
of the
Borrower (including, without limitation, Eyetech Pharmaceuticals,
Inc.
("Eyetech")), (c) assistance in the preparation of a Confidential
Information
Memorandum and other marketing materials to be used in connection
with the
syndication and (d) the hosting, with JPMorgan, of one or more
meetings of
prospective Lenders.
As
the Lead Arranger, JPMorgan will manage all aspects of the
syndication,
including decisions as to the selection of institutions to be
approached (after
consultation with you) and when they will be approached, when their
commitments
will be accepted, which institutions will participate (after
consultation with
you), the allocations of the commitments among the Lenders (as
defined below)
and the amount and distribution of fees among the Lenders. In
acting as the Lead
Arranger, JPMorgan will have no responsibility other than to
arrange the
syndication as set forth herein and shall in no event be subject to
any
fiduciary or other implied duties. To assist JPMorgan in its
syndication
efforts, you agree promptly to prepare and provide to JPMorgan and
Chase all
information with respect to the Borrower and its subsidiaries and
the
transactions contemplated hereby, including all financial
information and
projections (the "Projections"), as we may reasonably request in
connection with
the arrangement and syndication of the Facility. You hereby
represent and
covenant that (a) all written information other than the
Projections that has
been or will be made available to Chase or JPMorgan by you or any
of your
representatives, all information, whether written or oral,
presented by you or
any of your representatives to Chase or JPMorgan during any bank
meeting or
presentation, or any information, whether written or oral, provided
to Chase or
JPMorgan by any executive officer of the Borrower (collectively,
the
"Information") when taken together with the information contained
in the filings
of the Borrower and the Borrower's subsidiaries with the Securities
and Exchange
Commission made prior to the execution of definitive financing
documents, is or
will be, when furnished, complete and correct in all material
respects and does
not or will not, when furnished, contain any untrue statement of a
material
fact or omit to state a material fact necessary in order to make
the statements
contained therein not materially misleading in light of the
circumstances under
which such statements are made and (b) the Projections that have
been or will be
made available to Chase or JPMorgan by you, Eyetech or by any of
your respective
representatives, have been or will be prepared in good faith based
upon
reasonable assumptions. It is understood that such Projections are
not
representations and warranties, that the results set forth therein
will be
achieved, and that actual results may differ and the difference
between actual
results and those set forth in the Projections may be material. You
understand
that in arranging and syndicating the Facility we may use and rely
on the
information and Projections without independent verification
thereof.
As consideration for
Chase's commitment hereunder and JPMorgan's agreement
to perform the services described herein, you agree to pay to Chase
the
nonrefundable fees set forth in Addendum J to the Term Sheet and in
the Fee
Letter dated the date hereof and delivered herewith (the "Fee
Letter").
Chase's commitment hereunder and JPMorgan's agreement to perform
the
services described herein are subject to (a) there not occurring or
becoming
known to us any material adverse condition or material adverse
change in or
affecting the business, operations, property or
2
<PAGE>
condition (financial or otherwise) of the Borrower and its
subsidiaries and
Eyetech and its subsidiaries, taken as a whole, except as disclosed
in the
Borrower's or Eyetech's unaudited quarterly financial statements
for the period
ended March 31, 2005, June 30, 2005 and September 30, 2005 or any
publicly
available press releases or filings with the Securities and
Exchange Commission
prior to the date hereof, except that fluctuations in the trading
prices of the
Borrower's stock shall not be deemed to be a material adverse
change or
condition, (b) our completion of and satisfaction in all respects
with a due
diligence investigation of the Borrower and the Borrower's
subsidiaries, (c) our
not becoming aware after the date hereof of any information or
other matter
affecting the Borrower or any subsidiary of the Borrower, or the
transactions
contemplated hereby which is inconsistent in a material and adverse
manner with
any such information or other matter disclosed to us or made
publicly available
prior to the date hereof, (d) there not having occurred a material
disruption of
or material adverse change in financial, banking or capital market
conditions
that, in our reasonable judgment, is reasonably likely to
materially impair the
syndication of the Facility, (e) our satisfaction that prior to and
during the
syndication of the Facility there shall be no competing offering,
placement or
arrangement of any debt securities or bank financing (other than
the convertible
debt described in Section V(c) of the Term Sheet) by or on behalf
of the
Borrower or any of the Borrower's affiliates, (f) the negotiation,
execution and
delivery on or before February 15, 2006 of definitive documentation
with respect
to the Facility satisfactory to Chase and its counsel, (g) your
co
