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Published on 2/6/2006 in the Prospect News Biotech Daily.

OSI makes corporate governance changes

By Lisa Kerner

Erie, Pa., Feb. 6 - OSI Pharmaceuticals, Inc. said two changes in its corporate governance are designed to allow stockholders a stronger voice concerning possible future strategic initiatives.

OSI's board of directors has adopted a policy whereby the acquisition of any business with a purchase price in excess of 20% of the company's market capitalization at the time it enters into a definitive agreement for the acquisition will be put to a vote of the company's stockholders. Effective immediately, this change is irrespective of the mix of cash, stock or other property comprising the purchase price, according to a company news release.

Also, the board will propose an amendment to the company's bylaws that will allow stockholders owning at least 20% of OSI's shares to call a special meeting of stockholders upon 90 days written notice.

The proposed amendment is expected to be put to a vote by the company's stockholders at the annual meeting scheduled for June 14.

OSI's board of directors and senior management said they believe that, on occasion, acquisitions such as the recently completed Eyetech purchase will be important sources of long-term value creation. The board and management said the concerns and suggestions put forth by OSI stockholders led to the corporate governance changes.

Based in Melville, N.Y., OSI develops and commercializes novel pharmaceutical products for cancer, eye diseases and diabetes.


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