“We have now assembled all of the essential elements that make up a world-class oncology franchise, and we are confident that we have done all that we can to maximize our prospects for success with Tarceva™, a product with the potential to make a real difference in the lives of cancer patients.”

Colin Goddard, Ph.D.
CEO





 

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We are happy to report that 2003 has been a year of significant progress for OSI as we have continued the process of aggressively building a comprehensive and first-class oncology franchise around our flagship Tarceva™ program. With Tarceva™ continuing to emerge as a unique drug candidate in the anti-HER1/EGFR field, key components of our strategy going into 2003 included obtaining marketed oncology products and clinical development candidates to both enrich our later-stage pipeline and provide a vehicle for seeding a core commercial organization. We have successfully executed this strategy with the timely completion of three major transactions: the addition of Novantrone® to our product portfolio, the acquisition of Cell Pathways, Inc. and a convertible debt financing allowing us to maintain a strong cash position.

2003 was also a year full of momentum in the biotech sector, fueling renewal of investor enthusiasm following one of the most difficult years in the sector’s history. In 2003, we witnessed a cascade of high-profile product approvals and clinical trial successes together with the appointment of a Food and Drug Administration (FDA) commissioner, in Mark McClellan, committed to reducing the duration of the product review and approval process. We also saw passage of the landmark Medicare reform bill which has introduced a prescription drug benefit for Medicare patients but also delivered a tough challenge for oncologists in limiting the reimbursement received for IV (intravenous) chemotherapy they administer to cancer patients in their offices. Ironically, both provisions are good news for our flagship product Tarceva™. Assuming approval of Tarceva™ by the FDA, Medicare patients will be able to receive coverage for Tarceva™ taken in the comfort of their own homes. With the change in the reimbursement structure to oncologists, we are also likely to encounter a sea change away from the historical bias of using IV drugs toward innovative and effective oral anti-cancer therapies, like Tarceva™.

Tarceva™—Leading The Way
Firmly in the vanguard of our oncology franchise is Tarceva™, a potent, selective and orally active inhibitor of HER1/EGFR, a receptor that is over-expressed or mutated in a wide variety of solid tumors, including those of the lung, brain, liver, ovary and pancreas. Together with our partners, Genentech and Roche, we have made significant strides forward with our comprehensive global development program, which was carefully designed to study Tarceva™ both in a monotherapy setting and in combination with standard cytotoxics.

We were disappointed, but not surprised, to report in October 2003 the failure of the two front-line, non-small cell lung cancer (NSCLC) studies conducted by our partners, Genentech and Roche. These studies were designed to assess the concurrent use of Tarceva™ with conventional chemotherapy versus chemotherapy alone in front-line NSCLC; the primary endpoint of both trials was improvement of overall survival. Following the earlier failure of an oral EGFR product being developed by a competitor in August 2002, we anticipated similar results for Tarceva™ and communicated this expectation to our shareholders. Further work is clearly needed to provide more insight into the scheduling and use of EGFR inhibitors in combination with other chemotherapy agents.

Our principal registration study is a worldwide Phase III trial testing Tarceva™ as a monotherapy versus placebo in a second/third-line non-small cell lung cancer setting. The study design was based on the encouraging survival data demonstrated in a Phase II Tarceva™ trial in refractory NSCLC. The study completed enrollment of 730 patients in January 2003, and OSI has been granted Fast Track status from the FDA for this indication. The primary endpoint in the study is improvement in patient survival. We now anticipate top-line data from this Phase III study early in the second quarter of 2004. We believe our Phase II data, the correlations we have observed between dose, rash and survival (which support our high-dose strategy) and the extended timelines we now anticipate to arrive at top-line survival data all support a good level of confidence in a positive outcome for this study. There can be no guarantees until we unblind the data but, assuming positive results, we expect to complete a new drug application (NDA) filing for Tarceva™ by mid-year 2004 and project an approval by the FDA before year’s end.

A second Phase III study is evaluating Tarceva™ in pancreatic cancer and compares Tarceva™ in combination with gemcitabine (Gemzar©) versus chemotherapy alone. However, with the previous failure of Tarceva™ in combination with chemotherapy in NSCLC, we consider this study to have a low probability of meeting its survival endpoint.

Clinical data demonstrating encouraging indications of anti-tumor activity for monotherapy Tarceva™ in two disease settings generally considered to be unresponsive to chemotherapy, bronchioloalveolar cell carcinoma (BAC) and glioblastoma multiforme (GBM), were generated in 2003. Genentech, in collaboration with Accelerate Brain Cancer Cure (ABC2) Clinical Network, has initiated a Phase II study assessing monotherapy Tarceva™ for the treatment of glioblastoma patients.

Behind these registration oriented programs, we have built a comprehensive clinical support program including additional OSI sponsored trials in lung cancer focused on dosing-to-rash and treating earlier stage patients, Genentech sponsored trials combining Tarceva™ with Avastin™ (a novel anti-angiogenic agent) and over 100 supplemental clinical trials investigating Tarceva™ use in different cancer settings and in combination with other cancer treatments.

Plotting the Course: Building a Franchise
In March 2003, we entered into an agreement with Serono S.A. for OSI to market and promote the drug Novantrone® for oncology uses in the United States. We believe that this was an essential step in the transformation of OSI into a commercial organization, allowing us to plan for sole direct U.S. marketing of future products behind Tarceva™, compete for late-stage development and co-promote license opportunities, and furthermore to provide a framework of commercial support and benefit to Genentech, our U.S. partner for Tarceva™. OSI will receive commissions on net sales of Novantrone® in the U.S. for oncology indications, providing us with a steady cash flow opportunity. Through the first two quarters of promotion by our sales force we have exceeded our revenue targets and expect to generate in excess of $30 million in revenues from this product during 2004.

Around this transaction, we have built a core commercial operation comprising approximately 60 sales, marketing, medical affairs, commercial planning and support personnel including an approximately 30-person sales force. This infrastructure supported the successful re-launch of Novantrone® in the third quarter of 2003 following our first OSI national sales meeting held over the summer.

The second major transaction in 2003 was the acquisition of Cell Pathways in June. Although this acquisition was undertaken primarily to gain access to a well-protected technology platform in apoptosis (one of the key areas of our cancer research and development efforts), it also provided us with an additional oncology product, Gelclair®. This bioadherent oral gel provides relief for the pain associated with oral mucositis, a debilitating side effect often seen in cancer patients undergoing radiation or chemotherapy treatments. Cell Pathways struggled to launch Gelclair® in 2003 through a partnership with Celgene Corporation. Following the closing of the deal, OSI concluded arrangements with Celgene for the return of full North American rights and re-launched the product with our U.S. sales force at the end of the year.

Overall we consider the acquisitions of Novantrone® and Gelclair® to be a pivotal accomplishment in the transformation of the Company into a full-fledged commercial organization. With the re-launch of Novantrone® and Gelclair®, we join a relatively small group of some 30 biotech companies who are promoting more than one product.

The third major transaction of the year was the conclusion of a $150 million offering of subordinated convertible bonds in a private placement for net proceeds of $145.1 million. We used approximately $19 million of these proceeds to re-purchase 503,800 shares of OSI Common Stock in the market with the remainder contributed to our ongoing strategic emphasis on maintaining a strong cash position. We ended our fiscal year with approximately $404 million in cash and investments. We consider this to be a solid accomplishment given the rapid growth of the business and active deal making that we have undertaken over recent years.

Managing the Follow-on Pipeline
Behind Tarceva™ we have a diversified pipeline with product candidates focused in three areas: next-generation targeted therapies, products that induce apoptosis and differentiated cytotoxics.

OSI received two drug candidates from the Cell Pathways acquisition which are currently in clinical development: Aptosyn® and OSI-461. Both are mixed c-GMP phosphodiesterase inhibitors, which cause sustained apoptosis (or programmed cell death). Cell Pathways had completed enrollment of a Phase III study for Aptosyn® in second-line NSCLC prior to the closing of the acquisition. Due to the poor potency of Aptosyn® and the paucity of supporting data, we consider this a high-risk program and it was heavily discounted in the acquisition cost of Cell Pathways. Data will be available in the second half of 2004. We believe that OSI-461, the second Cell Pathways drug candidate, along with additional follow-on molecules, will represent more potent and promising apoptosis drug candidates for treating cancer. Although we are undertaking further Phase I clinical work to optimize dose, exploratory Phase II studies in chronic lymphocytic leukemia, hormone-refractory prostate cancer and renal cell carcinoma are ongoing.

Chemotherapeutic agents have been the mainstay of cancer treatment for decades, and will in our view form a significant component in the physician’s arsenal for many years to come. Our differentiated cytotoxic drug candidates are designed to improve upon currently marketed products with similar mechanisms of action. The most advanced of these drug candidates is OSI-7904L, a liposomal formulation of a thymidylate synthase inhibitor. This well-established class of agents is often used to treat metastatic gastrointestinal (including colorectal) and breast cancers. OSI-7904L is currently in a Phase II program, which includes a monotherapy Phase II trial in gastric and gastric-esophageal junction cancers and combination Phase I trials with other chemotherapy agents.

On the targeted therapies front, we have advanced a promising c-kit/KDR dual kinase inhibitor into late stage pre-clinical development and three molecules are in clinical trials arising from our historical drug discovery program with Pfizer: CP-547,632, a potent and selective inhibitor of the vascular endothelial growth factor receptor (VEGFR), a promising anti-angiogenic agent, which is undergoing a Phase II program; CP-724,714 (designed to target the HER2 gene); and CP-868,596 (designed to target the platelet-derived growth factor receptor). The latter two are both currently in Phase I clinical trials.

Building a Quality Business
We have continued to strengthen the leadership of the Company and our Board of Directors. In May, we appointed Gabriel Leung as Executive Vice President and President, Oncology Business. Before joining OSI, Gabe was with Pharmacia Corporation, where he was a Group Vice President, Global Prescription Business and Head of the successful Pharmacia Global Oncology franchise. Gabe now heads our high-quality core commercial unit which supports marketing, sales and business development.

In June, we appointed Michael G. Atieh to our Board of Directors. Mike is currently Group President of Dendrite International and prior to this was a senior financial executive at Merck & Company. In October, Mike assumed chairmanship of OSI’s audit committee. Mike’s credentials and experience on the financial side of the pharmaceutical business should provide shareholders with the reassurance that our Audit Committee provides qualified oversight.

We steadfastly heed our goal of building an organization whose moral compass is pointed in the right direction. 2003 has seen us embrace a code of conduct, institute required Sarbanes- Oxley reforms ahead of schedule and emphasize integrity in pursuit of our mission. We are also proud of the spirit of volunteerism amongst our employees as we have proactively reached out to our local communities in support and sponsorship of cancer charity benefits and other worthy fund-raising events.

Our Commitment to the Future
OSI’s momentum going into 2004 is driven by the fact that we now have all of the elements in place to allow us to capitalize on the anticipated success of Tarceva™, our flagship program. We have established a winning business model focused on quality and supported by our ability to raise capital and tactically implement an M&A program. This, together with our first-class research and development, regulatory, sales, marketing and commercialization teams, gives us the confidence that we have done all that we can to allow for the successful development and registration of Tarceva™, a product that has the potential to help thousands of cancer patients today and millions more tomorrow. 2003 stands as one of the most momentous years in the history of OSI as we are now solidly positioned for an exciting future as a leading oncology company. Going into 2004, our commitment to you, our shareholders, is that we will be relentless in our drive for excellence as we pursue, on your behalf, our goal of bringing new medicine and new hope to the millions of patients around the world who suffer from cancer. In doing so, we will reward the trust you have invested in us.

Colin Goddard, Ph.D.
Chief Executive Officer


Robert A. Ingram
Chairman of the Board

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From Collaborative-Based to Clinical Development and Commercialization…
After receiving the rights to Tarceva™ back in 2000, OSI transitioned from a research organization engaged in funded collaborations to a fully-integrated research, development and commercial company. We are now focused on proprietary programs in clinical development and are generating commercial revenues from two marketed oncology products.