UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
February 2, 2006
Date of Report (Date of earliest event reported)
OSI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-15190 | | 13-3159796 |
| | | | | |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
58 South Service Road
Melville, NY 11747(Address of principal executive offices)
(631) 962-2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address,
if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 10, 2006, Prosidion Limited (“Prosidion”), a majority owned subsidiary of OSI Pharmaceuticals, Inc. (“OSI”), entered into a Scientific Advisory Board and Consulting Agreement (the “Agreement”) with Dr. Daryl Granner, a member of the Board of Directors of OSI and the Board of Directors of Prosidion. The Agreement provides that Dr. Granner will continue to serve as chairman of Prosidion’s Scientific Advisory Board and continue to provide advice to Prosidion about research, development and marketing of diabetes, metabolic diseases and obesity products. The Agreement terminates on December 31, 2006 unless extended by mutual agreement. In consideration for the services provided by Dr. Granner under the Agreement, Prosidion will pay Dr. Granner a monthly fee at the rate of $75,000 per year until the termination of the Agreement, and reimburse Dr. Granner for his travel and other out-of-pocket expenses.
| | | |
| Exhibit No. | | Description |
| |
| 10.1 | | Scientific Advisory Board and Consulting Agreement between Prosidion Limited and Dr. Daryl Granner. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: February 13, 2006 | OSI PHARMACEUTICALS, INC.
| |
| | By: | /s/ Barbara A. Wood | |
| | | Name: | Barbara A. Wood | |
| | | Title: | Vice President, General
Counsel and Secretary | |
| |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| |
| 10.1 | | Scientific Advisory Board and Consulting Agreement between Prosidion Limited and Dr. Daryl Granner. |
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