CONTENTS

Article Number				Page Number
ARTICLE 1					1
DEFINITIONS					1
1.1		DEFINITIONS			1
1.2		FURTHER DEFINITIONS			12
ARTICLE 2					12
PURPOSE AND SCOPE OF THE LICENSE					12
2.1		PURPOSE OF THE LICENSE			12
2.2		LICENSE GRANT			13
2.3		SUBLICENSES			13
2.4		PROSIDION KNOW-HOW			13
2.5		COVENANT NOT TO SUE			14
ARTICLE 3					14
ROLE AND RESPONSIBILITIES OF LILLY					14
3.1		SCOPE OF LILLYS RESPONSIBILITIES			14
3.2		REGULATORY ACTIVITIES			14
3.3		DILIGENCE OBLIGATIONS			15
3.4		THIRD PARTY OBLIGATIONS			16
3.5		NON-COMPETE			16
ARTICLE 4					17
ROLE AND RESPONSIBILITIES OF PROSIDION					17
4.1		TECHNICAL INFORMATION PROVISION			17
4.2		REASONABLE TECHNICAL ASSISTANCE AND CO-OPERATION FOR TRANSITIONAL PURPOSES			17
4.3		MATERIALS PROVISION			17
4.4		NO ONGOING RESPONSIBILITY BEYOND TRANSITIONAL PURPOSES			18
ARTICLE 5 INFORMATION REPORTING					18
5.1		INFORMATION REPORTING			18
ARTICLE 6 PAYMENTS AND FINANCIAL REPORTING					19
6.1		UPFRONT PAYMENTS			19
6.2		MILESTONE PAYMENTS			19
6.3		ROYALTIES			20
ARTICLE 7 CONFIDENTIALITY AND PUBLICATION					23
7.1		OBLIGATIONS			23
7.2		AUTHORIZED DISCLOSURES OF CONFIDENTIAL INFORMATION			23
7.3		DISCLOSURES LEGALLY REQUIRED OR NECESSARY			23
7.4		DISCLOSURE OF THE TERMS OF THE AGREEMENT			24
7.5		PUBLICATIONS			25
ARTICLE 8 REPRESENTATIONS, WARRANTIES AND DISCLAIMERS					25
8.1		CORPORATE EXISTENCE AND AUTHORITY			25
8.2		AUTHORIZED EXECUTION; BINDING OBLIGATION			25
8.3		NO CONFLICTS			26

Article Number				Page Number
8.4		ALL CONSENTS AND APPROVALS OBTAINED			26
8.5		EXISTING PATENTS IN THE TERRITORY			26
8.6		KNOW-HOW			27
8.7		DISCLAIMER OF IMPLIED WARRANTIES			27
8.8		LIMITATION OF LIABILITY			27
8.9		GUARANTEE OF PERFORMANCE OF AFFILIATES			27
8.10		NOT DEBARRED			28
8.11		LITIGATION			28
ARTICLE 9 MUTUAL INDEMNIFICATION					28
9.1		INDEMNIFICATION OBLIGATIONS			28
9.2		INDEMNIFICATION PROCEDURES			29
9.3		INDEMNIFICATION PAYMENT ADJUSTMENTS			30
9.4		INDEMNIFICATION PAYMENT			30
9.5		INSURANCE			30
9.6		SURVIVAL			32
ARTICLE 10 INTELLECTUAL PROPERTY					32
10.1		LILLY IMPROVEMENTS			32
10.2		PATENT EXPENSES			32
10.3		FILING, PROSECUTION AND MAINTENANCE OF PATENTS			32
10.4		INTERFERENCE, OPPOSITION, REEXAMINATION AND REISSUE			33
10.5		ENFORCEMENT			33
10.6		THIRD PARTY PATENTS			34
10.7		CERTIFICATION UNDER DRUG PRICE COMPETITION AND PATENT RESTORATION ACT			34
10.8		PATENT TERM RESTORATION			35
10.9		PATENT MARKING			35
ARTICLE 11 TERM AND TERMINATION					35
11.1		TERM			35
11.2		TERMINATION			35
11.3		TERMINATION FOR LILLY NON-COMPLIANCE WITH DILIGENCE OBLIGATIONS			36
11.4		TERMINATION AT WILL OF THE LILLY GKA PROGRAM BY LILLY			36
11.5		EFFECT OF TERMINATION; SURVIVING OBLIGATIONS			36
11.6		NON-EXCLUSIVE RIGHTS			38
11.7		RIGHTS IN BANKRUPTCY			38
ARTICLE 12 DISPUTE RESOLUTION					38
12.1		DISPUTES			38
12.2		DISPUTE RESOLUTION PROCEDURES			38
ARTICLE 13 MISCELLANEOUS					41
13.1		FORCE MAJEURE			41
13.2		ASSIGNMENT			41
13.3		CHANGE OF CONTROL			41
13.4		FURTHER ASSURANCES			41
13.5		SEVERABILITY			41
13.6		NOTICES			42
13.7		APPLICABLE LAW			42

Article Number				Page Number
13.8		ENTIRE AGREEMENT			44
13.9		HEADINGS			44
13.10		INDEPENDENT CONTRACTORS			44
13.11		WAIVER			44
13.12		NO THIRD PARTY BENEFICIARIES			44
13.13		COUNTERPARTS			44
13.14		WAIVER OF RULE OF CONSTRUCTION			45
SCHEDULE 1.1.20					46
SCHEDULE 1.1.26					47
SCHEDULE 1.1.58					48
SCHEDULE 1.1.70					49
SCHEDULE 4.3					50
SCHEDULE 8.5					51
APPENDIX 1					52

EXCLUSIVE LICENSE AGREEMENT

     THIS EXCLUSIVE LICENSE AGREEMENT (the Agreement) is made and is effective as of January 4^th, 2007 (the Effective Date) by and between:

     (i) Eli Lilly and Company, a corporation organized and existing under the laws of the State of Indiana, whose principal place of business is Lilly Corporate Center, Indianapolis, Indiana, 46285, United States of America (Lilly);

and

     (ii) Prosidion Limited, a company registered in England and Wales under registered number 4600121 with its registered offices at Windrush Court, Watlington Road, Oxford OX4 6LT, United Kingdom (together with its parent company OSI Pharmaceuticals, Inc. (OSI) and its Affiliates, Prosidion).

     Prosidion and Lilly are sometimes referred to herein individually as a Party and collectively as the Parties.

RECITALS

     A. Prosidion is engaged in the research and development of pharmaceutical products and is currently engaged in the research and development of the Prosidion GKA Program (as hereinafter defined).

     B. Lilly is engaged in the research, development, manufacture and marketing of pharmaceutical products and is interested in further research and development in the GKA (as hereinafter defined) area.

     C. Prosidion desires to grant to Lilly exclusive license rights in the further research and development of the Prosidion GKA Program and clinical development and marketing of Product(s) (as hereinafter defined), and Lilly desires to receive such rights, subject to and in accordance with the terms in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

     1.1 DEFINITIONS

     When used and capitalized in this Agreement (other than the headings of the Articles and Sections), including the foregoing recitals, the following terms shall have the meanings assigned to them in this Article and include the plural as well as the singular.

     1.1.1 Adverse Event means any untoward medical occurrence in a patient or clinical investigation subject administered a Product and which may or may not have a causal relationship with administration of such Product.

     1.1.2 Affiliate means any Person that directly (or indirectly through one or more intermediaries) controls, is controlled by, or is under common control with, a Party. For purposes of this definition only, the terms controls, controlled, and control mean: (i) the direct or indirect ability or power to direct or cause the direction of the management and policies of an entity or otherwise direct the affairs of such entity, whether through ownership of equity, voting securities or beneficial interest, by contract, or otherwise; or (ii) the ownership, directly or indirectly, of at least fifty percent (50%) of the voting securities (or other comparable ownership interest for an entity other than a corporation) of a Party.

     1.1.3 API or Active Pharmaceutical Ingredient means the active pharmaceutical ingredient of PSN010 or GKA Back-ups in bulk form, which, if appropriately formulated and finished, would constitute Product.

     1.1.4 Applicable Laws means all applicable statutes, ordinances, regulations, rules or orders of any kind whatsoever of any Governmental Authority, including, without limitation, the Regulatory Laws, Prescription Drug Marketing Act, Generic Drug Enforcement Act of 1992 (21 U.S.C. Section 335a et seq.), and Anti-Kickback Statute (42 U.S.C. Section 1320a-7b et seq.), all as amended from time to time.

     1.1.5 Calendar Quarter means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31.

     1.1.6 Calendar Year means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

     1.1.7 cGCP means the then current good clinical practices as defined in U.S. Regulations 21 CFR Sections 50, 54, 56, 312 and 314, (or in the case of foreign jurisdictions, comparable regulatory standards), and in any successor regulation, including those procedures expressed or implied in the Regulatory Materials with respect to any Product(s) provided to Regulatory Authorities.

     1.1.8 cGLP means the then current good laboratory practice standards promulgated or endorsed by the FDA (or in the case of foreign jurisdictions, comparable regulatory standards), including those procedures expressed or implied in the Regulatory Materials with respect to any Product(s) provided to Regulatory Authorities.

     1.1.9 cGMP or GMP means the then current good manufacturing practices for pharmaceuticals as described in regulations promulgated by Regulatory Authorities as applicable to the Manufacture of Product(s), as such regulations are in effect at the time of Manufacturing Product(s).

     1.1.10 Change Of Control means, with respect to either Party, any of the following events: (i) the acquisition by any entity of beneficial ownership (as defined in Rule 13d-3 under the United States Securities and Exchange Act of 1934, as amended) directly or indirectly, of fifty percent (50%) or more of the shares of such Partys capital stock, the holders of which have general voting power under ordinary circumstances to elect at least a majority of such Partys board of directors or equivalent body (the Board of Directors) (the Voting Stock); (ii) the approval by the shareholders of such Party of a merger, share exchange, reorganization, consolidation or similar transaction of such Party (a Transaction), if any party to the Transaction is an entity, other than a Transaction which would result in the beneficial owners of Voting Stock of such Party immediately prior thereto continuing to