RESTATED CERTIFICATE OF INCORPORATION
OSI PHARMACEUTICALS, INC.
OSI PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is OSI PHARMACEUTICALS, INC. and the name under which the
Corporation was originally incorporated is ONCOGENE SCIENCE, INC. The date of filing of its original
Certificate of Incorporation with the Secretary of State was March 16, 1983.
2. This Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with
Section 245 of the General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation
only restates and integrates and does not further amend the provisions of the Certificate of Incorporation of this
Corporation as theretofore amended or supplemented and there is no discrepancy between those provisions and
the provisions of this Restated Certificate of Incorporation.
3. This Restated Certificate of Incorporation shall be effective on September 25, 2001.
4. The text of the Certificate of Incorporation as amended or supplemented theretofore is hereby restated without
further amendments or changes to read in its entirety as follows:
The name of the corporation is OSI PHARMACEUTICALS, INC.
REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, City of
Wilmington, County of New Castle. The name of the registered agent of the Corporation in the State of
Delaware is The Prentice-Hall Corporation System, Inc.
CORPORATE PURPOSES AND POWERS
The nature of the business of the Corporation, or the objects or purposes to be transacted, promoted or carried
on by the Corporation are any and all lawful acts or activities for which corporations may be organized under the
General Corporation Law of Delaware, including but not limited to resea