Portions of Exhibit 10.3 have been redacted and are the subject of a confidential treatment request filed with the
Secretary of the Securities and Exchange Commission.
This DEVELOPMENT AGREEMENT is entered into as of April 1, 1999 (the "Effective Date") by and between
PFIZER INC, a Delaware corporation, having an office at 235 East 42nd Street, New York, New York 10017
and its Affiliates ("Pfizer"), and OSI PHARMACEUTICALS, INC., a Delaware corporation, having an office at
106 Charles Lindbergh Blvd., Uniondale, New York 11553-3649 and its Affiliates ("OSI Pharmaceuticals");
WHEREAS, OSI Pharmaceuticals desires to develop compounds derived from the Collaborative Research
Agreement between Pfizer and OSI Pharmaceuticals, dated April 1, 1996, under Pfizer's and OSI
Pharmaceutical's right, title and interest in the patent rights of the compounds listed in Exhibit A ("Compounds"),
so that OSI Pharmaceuticals can conduct preclinical research and clinical trials, for such compounds to assess the
treatment of psoriasis and related dermal pathology; and
WHEREAS, Pfizer is willing to grant a license;
Therefore, in consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as
The capitalized terms used in this Agreement shall have the meanings specified for such terms in this Section 1.
1.1 "1996 Agreement" means the Collaborative Research Agreement between Pfizer and OSI Pharmaceuticals
effective April 1, 1996 and the letter amendments to such Agreement including the letter amendments dated July
25, 1997 and November 3, 1997.
1.2 "Net Sales" means the gross amount invoiced by Pfizer or OSI Pharmaceuticals, their respective Affiliates, or
any sublicensee of Pfizer of OSI Pharmaceuticals for sales to a third party or parties of Products, less normal and
customary trade discounts actually allowed, rebates, returns, credits, taxes the legal incidence of which is on the
purchaser and separately shown on Pfizer'