OSI Pharmaceuticals' 2% Senior Subordinated Notes to remain convertible through July 6, 2010

Jun 5 2010

OSI Pharmaceuticals, Inc. (Nasdaq: OSIP; the "Company") announced today that its 2% Convertible Senior Subordinated Notes due 2025 (the "notes") are convertible at the option of the holders and will remain convertible at least through July 6, 2010, as provided for in the Indenture (the "Indenture") governing the notes.

The notes became convertible on June 3, 2010, when pursuant to a tender offer and acceptance of tendered shares, Astellas Pharma, Inc. became the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the Company's voting stock, which constitutes a Fundamental Change under the Indenture. During the thirty (30) day period after the announcement of the Fundamental Change, holders of the notes may convert the notes as a result of such Fundamental Change. The conversion period relating to such Fundamental Change will continue through and including July 6, 2010.

The Company has elected, pursuant to the Indenture, to satisfy its conversion obligation in cash. The notes are convertible at the conversion rate of 33.9847 shares of common stock of the Company per $1,000 principal amount of each note.

As previously announced, the notes also became convertible on April 1, 2010 and remain convertible through June 30, 2010 as a result of the satisfaction of the market price condition under the Indenture. Depending on market conditions and other factors, the notes may remain convertible in the third quarter of 2010 if the market price condition with respect to the third quarter of 2010 is also satisfied.

To exercise their conversion right as a result of the Fundamental Change described above, holders must surrender the notes for conversion to the conversion agent at any time on or before July 6, 2010 and follow the applicable depository procedures or, in the case of notes in the certificated form, surrender the notes to the conversion agent with appropriate signatures, endorsements and transfer documents as described in the Indenture and in the Fundamental Change Company Notice and Notice of Conversion Privilege distributed to the holders of the notes and published on the Company's web site.

Source OSI Pharmaceuticals