OSI PHARMACEUTICALS, INC. INVESTMENT COMMITTEE CHARTER
June 11, 2008
1. PURPOSE OF THE INVESTMENT COMMITTEE
a. The Investment Committee (the “committee”) of OSI Pharmaceuticals, Inc. (the “Company”) has been established by the Board of Directors of the Company to oversee management’s investment of the Company’s cash and short term investments pending deployment of such cash and short term investments in the operation of the business of the Company.
2. AUTHORITY OF THE INVESTMENT COMMITTEE
a. The committee shall have the authority to (i) approve a written Investment Policy prepared by the Chief Financial Officer, which shall include such matters as overall asset allocation ranges/concentration limits, duration of the portfolio and individual components of the portfolio, quality of investments, and the criteria for the selection of the Investment Managers (ii) review the performance of the Company’s investment managers, (iii) review management’s procedures to cause the investment portfolio to be in compliance with the Investment Policy, and (iv) such other powers as may be delegated to it from time to time by the Board.
b. The committee shall have the authority to retain special legal, accounting or other consultants to advise the committee.
c. The committee may request any other director, officer or employee of the Company or the Company's outside counsel to attend a meeting of the committee or to meet with any members of, or consultants to, the committee.
d. The committee may form and delegate authority to subcommittees when appropriate.
3. INVESTMENT COMMITTEE COMPOSITION
a. The committee shall consist of at least three directors designated by the Board, upon the recommendation of the Corporate Governance and Nominating Committee. The Chair of the committee shall be designated by the Board. Any committee member may be removed by the Board upon the recommendation of the Corporate Governance and Nominating Committee.
4. DUTIES AND RESPONSIBILITIES OF THE INVESTMENT COMMITTEE
a. The Investment Policy shall be reviewed at least annually by the committee. Any changes to the Investment Policy shall be approved by the committee.
b. The committee shall periodically review the performance of the Company’s investment managers and their compliance with the Investment Policy.
c. The committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
d. The committee shall have the right to excuse any committee member from a meeting or portion thereof to permit the remaining members of the committee to discuss or act on any matter for which, in the committee’s opinion, the excused member’s participation is not appropriate, and such excused member’s absence in this circumstance shall not be deemed an absence for the purposes of determining a quorum.
e. The committee shall have such other duties, responsibilities and authorities as the Board may from time to time delegate.
f. The committee shall keep a record of its proceedings.
g. The committee shall report to the Board on its activities on a periodic basis.