OSI Pharmaceuticals, Inc., a leading biotechnology company, announced that it has signed a merger agreement whereby OSI has agreed to acquire Cell Pathways, Inc. via a stock-for-stock merger valued at approximately $32 million.

OSI will exchange .0567 shares of OSI for every share of Cell Pathways upon closing of the transaction, which is subject to Cell Pathways stockholder approval and is estimated to occur by late Spring 2003. Based on OSI's most recent closing share price, this represents $0.80 per share, a 58 per cent premium to Cell Pathways' last closing price. OSI will also provide additional consideration in the form of a five-year contingent value right (CVR) through which each share of Cell Pathways may be eligible for an additional .040 shares of OSI in the event of a filing of an NDA (or new drug application) for either of Cell Pathways' two leading clinical candidates, Aptosyn (exisulind) or CP461. Lazard Freres & Co. LLC served as the financial advisor on this transaction to OSI.

"We believe this transaction represents a win-win for the shareholders of both OSI and Cell Pathways. It also continues our progress toward establishing a commercial presence and expanding our pipeline in oncology," stated Colin Goddard, Ph.D., chief executive officer of the Company. "We have identified apoptosis as one of the most important areas of investigation in cancer research today. We believe the Cell Pathways platform represents an innovative and credible approach to the discovery and development of pro-apoptotic anti-cancer drugs. We are convinced that OSI's financial resources and deep clinical and regulatory expertise provide the best vehicle to draw out the value we believe to be inherent in these assets. Further, in Gelclair we are adding to our portfolio a recently launched marketed product that provides much needed pain relief to cancer patients suffering from oral mucositis. We believe this product has the potential to be grown into a valuable niche product for OSI."

Cell Pathways, based in Horsham, Pennsylvania, is a development stage biotechnology company based upon an innovative platform approach to the discovery and development of small molecule drugs designed to selectively induce apoptosis, or programmed cell death, in pre-cancerous and cancerous cells.