Exhibit 10.7(c)



MEDIVATION, INC.



STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

UNDER THE 2004 EQUITY INCENTIVE AWARD PLAN



Medivation, Inc. (the Company), pursuant to its 2004 Equity Incentive Award Plan (the Plan), hereby grants to the Optionee listed below (Optionee), an
option to purchase the number of shares of the Companys Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement and the Plan, each of which are attached hereto and
incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.



|                                |  |            
|------------------------------- |  | -----------
|Optionee:                       |  |            
|Date of Stock Option Agreement: |  |            
|Grant Date:                     |  |            
|Vesting Commencement Date:      |  |            
|Exercise Price per Share:       |  | $ per share
|                                | 
|Total Number of Shares Granted: |  |            
|Total Exercise Price:           |  | $          
|                                | 
|Expiration Date:                |  |            



|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                            
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Type of Option:    |  |  ̈Incentive Stock Option                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  ̈Non-Qualified Stock Option
|                   | 
|Exercise Schedule: |  | x    Early Exercise Permitted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   | 
|Vesting Schedule:  |  | This Option is exercisable immediately, in whole or in part, at such times as are established by the Committee, conditioned upon Optionee entering into a Restricted Stock Purchase
Agreement with respect to any unvested shares of Stock. The shares subject to this Option shall vest and/or be released from the Companys Repurchase Option, as set forth in the Restricted Stock Purchase Agreement attached hereto as Exhibit
B (the Restricted Stock Purchase Agreement), according to the following schedule:
|                   | 
|                   |  | [25% of the shares of Stock subject to the Option (rounded down to the next whole number of shares) shall vest one year after the Vesting Commencement Date, and 1/48thof the shares of Stock subject to the Option (rounded down to the next whole number of shares) shall vest on the first day of
each full month thereafter, so that all of the shares subject to the Option shall be vested on the first day of the 48thmonth after the Vesting Commencement Date.]                                                



By his or her
signature and the Companys signature below, Optionee agrees to be bound by the terms and conditions of the Plan and the Stock Option Agreement attached hereto. Optionee has reviewed the Stock Option Agreement and the Plan in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this option and fully understands all provisions of the Grant Notice, the Stock Option Agreement and the Plan. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the administrator of the Plan upon any questions arising under the Plan or this option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.



|                                          |  |                         |  |     |  | 
|----------------------------------------- |  | ----------------------- |  | --- |  | 
|MEDIVATION, INC.:                         |  | OPTIONEE:              
|                                          |  |                         | 
|By:                                       |  |                         |  | By: |  | 
|Print Name:                               |  | Print Name:            
|Title:                                    |  |                         |  |    
|Address:     501 Second Street, Suite 211 |  | Address:               
|                                          |  | San Francisco, CA 94107 |  |     |  | 



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MEDIVATION, INC.

2004 EQUITY INCENTIVE AWARD PLAN



STOCK OPTION AGREEMENT



Pursuant to the Stock
Option Grant Notice (Grant Notice) to which this Stock Option Agreement (this Agreement) is attached, Medivation, Inc. (the Company) has granted to the Optionee an option
under the Companys 2004 Equity Incentive Award Plan (the Plan) to purchase the number of shares of Stock indicated in the Grant Notice at the exercise price indicated in the Grant Notice. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.



ARTICLE I

DEFINITIONS



1.1 General. Wherever the following terms are used in this Agreement
they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan.



(a) Director means a member of the Board.
Director shall include both a member of the Board who is an Employee and a Non-Employee Director (as defined in the Plan).



(b) Exercise Notice means a written notice to the Company, substantially in the form attached
hereto as Exhibit A (or such other form as the Committee shall approve), stating that the Option or a portion of the Option is exercised.



(c) Grant Date means the date of grant set forth in the Grant Notice.



(d) Managing Underwriter shall have the meaning set
forth in Section 5.3.



(e) Market Standoff
Period shall have the meaning set forth in Section 5.3.



(f) Secretary means the Secretary of the Company.



(g) Termination of Service means the time when the service relationship (whether as an Employee or a consultant) between the Optionee and the Company or any Subsidiary is terminated for any
reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death or Disability; but excluding (a) a termination where there is a simultaneous reemployment or continuing employment or consultancy
of the Optionee by the Company or any Subsidiary or a parent corporation thereof (within the meaning of Section 422 of the Code), (b) at the discretion of the Committee, a termination which results in a temporary severance of the employee-employer
relationship, and (c) at the discretion of the Committee, a termination which is followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the former Employee. The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to Termination of Service for the purposes of this Agreement, including, but not by way of limitation, the question of whether, for Optionees who are Employees of the
Company or any of its Subsidiaries, a Termination of Service resulted from a discharge for Cause, and all questions of whether particular leaves of absence for Optionees who are Employees of the Company or any of its Subsidiaries constitute
Terminations of Service; provided, however, that, if this Option is designated as an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an Employee to
an independent contractor or other change in the



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employee-employer relationship shall constitute a Termination of Service if, and to the extent that, such leave of absence, change in status or other change
interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. Notwithstanding any other provision of the Plan or this Agreement, the Company or any Subsidiary has
an absolute and unrestricted right to terminate the Optionees employment and/or consultancy at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the
Company and the Optionee.



ARTICLE II

GRANT OF OPTION



2.1 Grant of Option. In consideration of the Optionees agreement to remain in the employ of the Company or its Subsidiaries and for other
good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice, the Company irrevocably grants to the Optionee the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the
Grant Notice, upon the terms and conditions set forth in this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.



2.2 Purchase Price. The purchase price of the shares of Stock subject
to the Option per share shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that if this Option is designated as an Incentive Stock Option the price per share of the shares subject to the
Option shall not be less than the greater of (i) 100% of the Fair Market Value of a share of Stock on the Grant Date, or (ii) 110% of the Fair Market Value of a share of Stock on the Grant Date in the case of an Optionee then owning (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code).



2.3 Consideration to the Company. In consideration of the granting of
the Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or any Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in the Plan or this Agreement
shall confer upon the Optionee any right to (a) continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge
the Optionee, if the Optionee is an Employee, or (b) continue to provide services to the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to
terminate the services of Optionee, if the Optionee is a Consultant, at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company and the Optionee.



ARTICLE III

PERIOD OF EXERCISABILITY



3.1 Commencement of Exercisability.



(a) Subject to Sections 3.3 and 5.11, the Option shall become exercisable in such amounts and at such times as are set forth in the Grant Notice.
Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at such times as are established by the Committee as to shares of Stock which have not yet vested. Vested shares shall not be subject to the
Companys Repurchase Option (as set forth in the Restricted Stock Purchase Agreement). As a condition to exercising this Option for unvested shares of Stock, the Optionee shall execute the Restricted Stock Purchase Agreement.



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(b) No portion of the Option which has not become exercisable at Termination of Service shall thereafter
become exercisable, except as may be otherwise provided by the Committee or as set forth in a written agreement between the Company and the Optionee.



3.2 Duration of Exercisability. The installments provided for in Section 3.1(a) are cumulative. Each such installment which becomes exercisable
pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable under Section 3.3.



3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:



(a) The expiration of ten years from the Grant Date; or



(b) If this Option is designated as an Incentive Stock Option and the
Optionee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within
the meaning of Section 422 of the Code), the expiration of five years from the date the Option was granted; or



(c) The expiration of ninety days following the date of the Optionees Termination of Service, unless, if Optionee is an Employee of the Company or
any of its Subsidiaries, such Termination of Service occurs by reason of the Optionees discharge for Cause, or by reason of the Optionees death, or Disability or as set forth in a written agreement with the Company; or



(d) The expiration of one year following the date of the Optionees
Termination of Service by reason of the Optionees death or Disability if Optionee is an Employee of the Company or any of its Subsidiaries.



3.4 Special Tax Consequences. The Optionee acknowledges that, to the extent that the aggregate Fair Market Value of stock with respect to which
Incentive Stock Options (but without regard to Section 422(d) of the Code), including the Option, are exercisable for the first time by the Optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company,
any Subsidiary and any parent corporation thereof (within the meaning of Section 422 of the Code)) exceeds $100,000, the Option and such other options shall be treated as not qualifying under Section 422 of the Code but rather shall be taxed as
Non-Qualified Stock Options. The Optionee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes of these rules, the Fair Market
Value of Stock shall be determined as of the time the option with respect to such Stock is granted.



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ARTICLE IV

EXERCISE OF OPTION



4.1
Person Eligible to Exercise. Except as provided in Sections 5.2(b) and 5.2(c), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable portion of
the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionees beneficiary designated in accordance with Section 10.4 of the Plan. If no beneficiary has been designated or survives the
Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionees will or the laws of descent and distribution.



4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part
at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.



4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the
Secretarys office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:



(a) An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the
Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit A (or such other form as is prescribed by the
Committee);



(b) A Restricted Stock Purchase Agreement, if
applicable, substantially in the form attached as Exhibit B;



(c)         (i) Full payment (in cash or by check) for the shares with respect to which the Option or portion thereof is exercised, to the extent permitted under applicable laws; or



(ii) With the consent of the Committee, such payment may be
made, in whole or in part, through the delivery of shares of Stock which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate
exercise price of the Option or exercised portion thereof; or



(iii) To the extent permitted under applicable laws, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon
settlement of such sale; or



(iv) With the
consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii) and (iii); and



(d) A bona fide written representation and agreement, in such form as is prescribed by the Committee, signed by the Optionee or other person then entitled
to exercise such Option or portion thereof, stating that the shares of Stock are being acquired for the Optionees own account, for investment and without any present intention of distributing or reselling said shares or any of them except as
may be



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permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such
Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the
representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect
compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent
transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend
referring to the provisions of this subsection (d) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (d) shall, however, not be required if the shares to be issued pursuant to
such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and



(e) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold
upon exercise of the Option. With the consent of the Committee, (i) shares of Stock owned by the Optionee for at least six months duly endorsed for transfer or (ii) shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair
Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and



(f) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate
proof of the right of such person or persons to exercise the Option.



4.4 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been
reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock purchased upon the exercise of the Option or portion thereof
prior to fulfillment of all of the following conditions:



(a)
The admission of such shares to listing on all stock exchanges on which such Stock is then listed; and



(b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the
Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and



(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee
shall, in its absolute discretion, determine to be necessary or advisable; and



(d) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon
exercise of the Option; and



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(e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may
from time to time establish for reasons of administrative convenience.



4.5 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of the Option unless and
until certificates representing such shares shall have been issued by the Company to such holder.



ARTICLE V

OTHER PROVISIONS



5.1 Administration. The Committee shall have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, this Agreement or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.



5.2 Option Not Transferable.



(a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned
or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have
lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.



(b) Notwithstanding any other provision in this Agreement, with the consent of the Committee and to the extent the Option is not intended to qualify as an
Incentive Stock Option, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionees family, charitable institutes or trusts or other
entities whose beneficiaries or beneficial owners are members of the Optionees family or to such other persons or entities as may be expressly approved by the Committee (each a Permitted Transferee), pursuant to such conditions and
procedures as the Committee may require.



(c) Unless
transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a
Permitted Transferee may exercise the Option or any portion thereof during the Optionees lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under
Section 3.3, be exercised by the Optionees beneficiary designated in accordance with Section 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise
pursuant to the Optionees will or the laws of descent and distribution.



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5.3 Lock-Up Period. The Optionee hereby agrees that, if so requested by the Company or any
representative of the underwriters (the Managing Underwriter) in connection with any registration of the offering of any securities of the Company under the Securities Act, the Optionee shall not sell or otherwise transfer
any shares of Stock or other securities of the Company during such period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company (which period shall not be longer than one hundred eighty days) (the
Market Standoff Period) following the effective date of a registration statement of the Company filed under the Securities Act; provided, however, that such restriction shall apply only to the first
registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act.



5.4 Restrictive Legends and Stop-Transfer Orders.



(a) The share certificate or certificates evidencing the shares of Stock
purchased hereunder shall be endorsed with any legends that may be required by state or federal securities laws.



(b) The Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate stop
transfer instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.



(c) The Company shall not be required: (i) to transfer on its books any shares of Stock that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such shares of Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so
transferred.



5.5 Shares to Be Reserved. The Company
shall at all times during the term of the Option reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Agreement.



5.6 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the
Company in care of the Secretary, and any notice to be given to the Optionee shall be addressed to the Optionee at the address given beneath the Optionees signature on the Grant Notice. By a notice given pursuant to this Section 5.6, either
party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionees designated beneficiary if any,
or the person otherwise entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.6. Any notice shall be deemed duly given when sent via email or enclosed in a properly sealed envelope or wrapper addressed
as aforesaid and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.



5.7 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.



5.8 Stockholder Approval. The Plan will be submitted
for approval by the Companys stockholders within twelve months after the date the Plan was initially adopted by the Board. The Option may not be exercised to any extent by anyone prior to the time when the Plan is approved by the stockholders,
and if such approval has not been obtained by the end of said twelve month period, the Option shall thereupon be canceled and become null and void.



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5.9 Notification of Disposition. If this Option is designated as an Incentive Stock Option, the
Optionee shall give prompt notice to the Company of any disposition or other transfer of any shares of stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares
or (b) within one year after the transfer of such shares to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the
Optionee in such disposition or other transfer.



5.10
Construction. This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware without regard to conflicts of laws thereof.



5.11 Conformity to Securities Laws. The Optionee acknowledges that the Plan is intended to conform to the extent
necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything
herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement
shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.



5.12 Amendments. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by the Optionee or such other
person as may be permitted to exercise the Option pursuant to Section 4.1 and by a duly authorized representative of the Company.



5.13 Restrictions on Shares. Optionee hereby agrees that shares of Stock purchased upon the exercise of the Option shall be subject to such terms
and conditions as the Committee shall determine in its sole discretion, including, without limitation, restrictions on the transferability of shares of Stock, the right of the Company to repurchase shares of Stock, and a right of first refusal in
favor of the Company with respect to permitted transfers of shares of Stock. Such terms and conditions may, in the Committees sole discretion, be contained in the Exercise Notice with respect to the Option or in such other agreement as the
Committee shall determine and which the Optionee hereby agrees to enter into at the request of the Company.



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EXHIBIT A



TO GRANT NOTICE AND STOCK OPTION AGREEMENT



FORM OF EXERCISE NOTICE



Effective as of today, ,
, the undersigned (Optionee) hereby elects to exercise Optionees option to purchase
 shares of the Common Stock (the Shares) of Medivation, Inc. (the Company) under and pursuant to the Medivation, Inc.
2004 Equity Incentive Award Plan (the Plan) and the Grant Notice and Stock Option Agreement dated
, , (the Option
Agreement). Capitalized terms used herein without definition shall have the meanings given in the Option Agreement.



|                                                  |  |                                                                                                   
|------------------------------------------------- |  | --------------------------------------------------------------------------------------------------
|Grant Date:                                       |  |                                                                                                   
|Number of Shares as to which Option is Exercised: |  |                                                                                                   
|Exercise Price per Share:                         |  | $                                                                                                 
|                                                  | 
|Total Exercise Price:                             |  | $                                                                                                 
|                                                  | 
|Certificate to be issued in name of:              |  |                                                                                                   
|Cash Payment delivered herewith:                  |  | $ (Representing the full Exercise Price for the Shares, as well
as any applicable withholding tax)



|                |  |                         |  |                            
|--------------- |  | ----------------------- |  | ---------------------------
|Type of Option: |  |  ̈Incentive Stock Option |  |  ̈Non-Qualified Stock Option



1. Representations
of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement. Optionee agrees to abide by and be bound by their terms and conditions.



2. Rights as Stockholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Shares
subject to the Option, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as provided in Article 11 of the Plan.



Optionee shall enjoy rights as a stockholder until such time as Optionee disposes of the Shares or the Company and/or its assignee(s) exercises the Right
of First Refusal hereunder. Upon such exercise, Optionee shall have no further rights as a holder of the Shares so purchased except the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and
Optionee shall forthwith cause the certificate(s) evidencing the Shares so purchased to be surrendered to the Company for transfer or cancellation.



EXERCISE NOTICE PAGE 1



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3. Optionees Rights to Transfer Shares.



(a) Companys Right of First Refusal. Before any Shares held by
Optionee or any permitted transferee (each, a Holder) may be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of (each, a Transfer), the Company or its assignee(s) shall
have a right of first refusal to purchase the Shares proposed to be Transferred on the terms and conditions set forth in this Section (the Right of First Refusal).



(b) Notice of Proposed Transfer. In the event any Holder desires to
Transfer any Shares, the Holder shall deliver to the Company a written notice (the Notice) stating: (i) the Holders bona fide intention to sell or otherwise Transfer such Shares; (ii) the name of each proposed
purchaser or other transferee (Proposed Transferee); (iii) the number of Shares to be Transferred to each Proposed Transferee; and (iv) the bona fide cash price for which the Holder proposes to Transfer the Shares (the
Offered Price), and the Holder shall offer such Shares at the Offered Price to the Company or its assignee(s).



(c) Exercise of Right of First Refusal. Within thirty days after receipt of the Notice, the Company and/or its assignee(s) may elect in writing to
purchase all, but not less than all, of the Shares proposed to be Transferred to any one or more of the Proposed Transferees. The purchase price will be determined in accordance with subsection (iii) below.



(d) Purchase Price. The purchase price (Purchase
Price) for the Shares repurchased under this Section shall be the Offered Price.



(e) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty days after receipt of the Notice or in the manner and at the times mutually agreed to by the Company and the Holder.



(f) Holders Right to Transfer. If all of the
Shares proposed in the Notice to be Transferred are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise Transfer such Shares to that Proposed Transferee at the Offered Price or at a
higher price, provided that such sale or other Transfer is consummated within one hundred twenty days after the date of the Notice and provided further that any such sale or other Transfer is effected in accordance with any applicable securities
laws and the Proposed Transferee agrees in writing that the provisions of this Section and the Restricted Stock Purchase Agreement, if applicable, shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares
described in the Notice are not Transferred to the Proposed Transferee within such one hundred twenty-day period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as
provided herein before any Shares held by the Holder may be sold or otherwise Transferred.



(g) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the Transfer of any or all of the Shares during the Optionees lifetime or upon the
Optionees death by will or intestacy to the Optionees Immediate Family or a trust for the benefit of the Optionees Immediate Family shall be exempt from the Right of First Refusal. As used herein, Immediate
Family shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister or stepchild (whether or not adopted). In such case, the transferee or other recipient shall receive and hold the Shares so Transferred
subject to the provisions of this Section (including the Right of First Refusal) and the Restricted Stock Purchase Agreement, if applicable, and there shall be no further Transfer of such Shares except in accordance with the terms of this Section.



EXERCISE NOTICE PAGE 2



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(h) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to all
Shares upon a sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (a
Public Offering).



(i) Transfer
Restrictions. Any transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any Transfer or attempted Transfer of any of the Shares not in accordance with the terms of this
Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.



4. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionees purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on
the Company for any tax advice.



5. Restrictive Legends and
Stop-Transfer Orders.



(a) Legends. Optionee
understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required
by state or federal securities laws:



THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS
ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON
TRANSFEREES OF THESE SHARES.



(b) Stop-Transfer Notices.
Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate stop transfer instructions to its transfer agent, if any, and that, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.



EXERCISE NOTICE PAGE 3



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(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares
that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares
shall have been so transferred.



6. Optionee
Representations. Optionee hereby makes the following certifications and representations with respect to the Shares listed above:



(a) Optionee is aware of the Companys business affairs and financial condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Shares. Optionee is acquiring these Shares for investment for Optionees own account only and not with a view to, or for resale in connection with, any distribution thereof within
the meaning of the Securities Act of 1933, as amended (the Securities Act).



(b) Optionee acknowledges and understands that the Shares constitute restricted securities under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionees investment intent as expressed herein. Optionee understands that the
Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register
the Shares. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel
satisfactory to the Company and any other legend required under applicable state securities laws.



(c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited
public resale of restricted securities acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at
the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, ninety days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (i)
the resale being made through a broker in an unsolicited brokers transaction or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate,
(ii) the availability of certain public information about the Company, (iii) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (iv) the timely filing of a Form 144, if
applicable.



(d) In the event that the Company does not qualify
under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds
the Securities less than two years, the satisfaction of the conditions set forth in sections (i), (ii), (iii) and (iv) of paragraph (c) above.



(e) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144



EXERCISE NOTICE PAGE 4



---

and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons
and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event.



7. Successors and Assigns. The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee
and his or her heirs, executors, administrators, successors and assigns.



8. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Committee, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Administrator shall be final and binding on the Company and on Optionee.



9. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding
that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.



10. Notices. Any notice required or permitted hereunder
shall be given in accordance with the provisions set forth in Section 5.6 of the Option Agreement.



11. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.



13.
Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Agreement, the Plan, the Option Agreement and the Restricted Stock Purchase Agreement, if applicable, constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof.



(Signature Page Follows)



EXERCISE NOTICE PAGE 5



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|                 |  |               |  |         
|---------------- |  | ------------- |  | --------
|ACCEPTED BY:     |  | SUBMITTED BY:
|                 | 
|MEDIVATION, INC. |  | OPTIONEE     
|                 |  |              
|By:              |  |               |  |         
|Name:            |  |               |  | Optionee
|Its:             |  |               |  |         
|                 |  |               |  | Address:
|                 |  |              
|                 |  |               |  |         
|                 |  |               |  |         
|                 |  |               |  |         



EXERCISE NOTICE PAGE 6



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EXHIBIT B



TO GRANT NOTICE AND STOCK OPTION AGREEMENT



RESTRICTED STOCK PURCHASE AGREEMENT



THIS RESTRICTED STOCK PURCHASE AGREEMENT is made between
 (the Purchaser) and Medivation, Inc. (the Company), as of
, .



RECITALS



(1) Pursuant to the exercise of the Option granted to Purchaser under the Companys 2004 Equity Incentive Award Plan
(the Plan) and pursuant to the Stock Option Agreement (the Option Agreement) dated
, , by and between the Company and
Purchaser with respect to such grant, which Option Agreement is hereby incorporated by reference, Purchaser has elected to purchase
 of those shares which have not become vested under the vesting schedule set forth in the Option Agreement
(Unvested Shares). The Unvested Shares and the shares subject to the Option Agreement which have become vested are sometimes collectively referred to herein as the Shares.



(2) As required by the Option Agreement, as a condition to Purchasers
election to exercise the option, Purchaser must execute this Restricted Stock Purchase Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option.



1. Repurchase Option.



(a) If Purchaser ceases to be a Service Provider (as defined in the Plan)
for any reason, including for cause, death, and disability, the Company shall have the right and option to purchase from Purchaser, or Purchasers personal representative, as the case may be, all of Purchasers Unvested Shares as of the
date on which Purchaser ceases to be a Service Provider at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the Repurchase Option).



(b) The Company may exercise its Repurchase Option by delivering, personally
or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Companys
intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Companys office. At the closing, the holder of the certificates
for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.



(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The
Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Companys office.



(d) If the Company does not elect to exercise the Repurchase Option conferred
above by giving the requisite notice within ninety days following the date on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate.



RESTRICTED STOCK AGREEMENT PAGE 1



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(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares
shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Grant until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded to the nearest whole share.



2. Transferability of the Shares; Escrow.



(a) Purchaser hereby authorizes and directs the secretary of the Company,
or such other person designated by the Company from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.



(b) To insure the availability for delivery of Purchasers Unvested Shares upon repurchase by the Company pursuant to
the Repurchase Option under Section 1, Purchaser hereby appoints the assistant secretary, or any other person designated by the Company from time to time as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such
Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the assistant secretary of the Company, or such other person designated by the Company from
time to time, the share certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit B-1. The Unvested Shares and stock assignment shall be held by the assistant
secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit B-2 hereto, until the Company exercises its Repurchase Option as provided in Section 1, until such Unvested Shares are vested, or
until such time as this Agreement no longer is in effect. As a further condition to the Companys obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse set forth on the
signature page hereto. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to Purchaser the certificate or certificates representing such Shares in the escrow agents possession belonging to Purchaser, and the escrow
agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed
pursuant to this Agreement.



(c) The Company, or its designee,
shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.



(d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal
securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of
this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the
Company and its agents or designees.



3. Ownership, Voting
Rights, Duties. This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein.



4. Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend
(in addition to any legend required under applicable securities laws):



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.



RESTRICTED STOCK AGREEMENT PAGE 2



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5. Adjustment for Stock Split. All references to the number of Shares and the purchase price of
the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this Agreement.



6. Notices. Notices required hereunder shall be given in person or by
registered mail to the address of Purchaser shown on the records of the Company, and to the Company at its principal executive office.



7. Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees,
heirs, legatees, executors, administrators and legal successors.



8. Section 83(b) Elections.



(a) Election
for Unvested Shares Purchased Pursuant to a Non-Qualified Stock Option. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of a Non-Qualified Stock Option for Unvested Shares, that unless an
election is filed by Purchaser with the Internal Revenue Service and, if necessary, the proper state taxing authorities, within thirty days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code (and similar state tax
provisions if applicable) to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on the date of purchase, there will be a recognition of taxable income to the Optionee, measured by the excess, if
any, of the fair market value of the Shares, at the time the Companys Repurchase Option lapses over the purchase price for the Shares. Optionee represents that Optionee has consulted any tax consultant(s) Optionee deems advisable in connection
with the purchase of the Shares or the filing of the Election under Section 83(b) and similar tax provisions.



(b) Election for Unvested Shares Purchased Pursuant to an Incentive Stock Option. Purchaser hereby acknowledges that he or she has been informed
that, with respect to the exercise of an Incentive Stock Option for Unvested Shares, that unless an election is filed by Purchaser with the Internal Revenue Service and, if necessary, the proper state taxing authorities, within thirty days of
the purchase of the Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions if applicable) to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on the date of
purchase, there will be a recognition of income to the Purchaser, for alternative minimum tax purposes, measured by the excess, if any, of the fair market value of the Shares at the time the Companys Repurchase Option lapses over the purchase
price for the Shares. Purchaser represents that Purchaser has consulted any tax consultant(s) Purchaser deems advisable in connection with the purchase of the Shares or the filing of the Election under Section 83(b) and similar tax provisions.



PURCHASER ACKNOWLEDGES THAT IT IS PURCHASERS SOLE
RESPONSIBILITY AND NOT THE COMPANYS TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS BEHALF.



RESTRICTED STOCK AGREEMENT PAGE 3



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9. Representations. Purchaser has reviewed with his or her own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser
understands that Purchaser (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.



10. Governing Law; Severability. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions
shall nevertheless remain effective and shall remain enforceable.



Purchaser represents that he or she has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions
arising under this Agreement.



(Signature Page
Follows)



RESTRICTED STOCK AGREEMENT PAGE 4



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IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth
above.



MEDIVATION, INC.By:Title:PURCHASERBy:Name:Address:




CONSENT OF SPOUSE



I,
, spouse of the Purchaser listed above, have read and approve this Agreement. In consideration of granting of the right to
my spouse to purchase shares of the Company as set forth in this Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under this Agreement and agree to be bound by the provisions of this Agreement
insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of this
Agreement.



Signature of Spouse




RESTRICTED STOCK AGREEMENT PAGE 5



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EXHIBIT B-1



TO RESTRICTED STOCK PURCHASE AGREEMENT



ASSIGNMENT SEPARATE FROM CERTIFICATE



FOR VALUE RECEIVED I,
, hereby sell, assign and transfer unto
() shares of the Common Stock of Medivation, Inc. registered in my name on the books of said corporation
represented by Certificate No.  herewith and do hereby irrevocably constitute and appoint
 to transfer the said stock on the books of the within named corporation
with full power of substitution in the premises.



This
Assignment Separate from Certificate may be used only in accordance with the Restricted Stock Purchase Agreement between Medivation, Inc. and the undersigned dated
, .



Dated:
,



Signature:



INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise the Repurchase
Option, as set forth in the Restricted Stock Purchase Agreement, without requiring additional signatures on the part of Purchaser.





STOCK ASSIGNMENT PAGE 1



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EXHIBIT B-2



TO RESTRICTED STOCK PURCHASE AGREEMENT



JOINT ESCROW INSTRUCTIONS



,



Secretary

Medivation, Inc.

501 Second Street, Suite 211

San Francisco, CA 94107



As Escrow Agent for both Medivation, Inc. (the Company) and the undersigned purchaser of stock of the Company (the
Purchaser), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (Agreement) between the Company
and the undersigned, in accordance with the following instructions:



1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the Company) exercises the Companys Repurchase Option set forth in the Agreement, the Company
shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.



2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or a
combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Companys Repurchase Option.



3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchasers attorney-in-fact and agent for the term of this escrow to execute, with respect to such
securities, all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required
applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.



4. Upon written request of Purchaser, but no more than once per calendar
year, unless the Companys Repurchase Option has been exercised, you will deliver to Purchaser a certificate or certificates representing the number of shares of stock as are not then subject to the Companys Repurchase Option. Within one
hundred twenty days after Purchaser ceases to be a Service Provider, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or
its assignees pursuant to exercise of the Companys Repurchase Option.



JOINT ESCROW INSTRUCTIONS PAGE 1



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5. If at the time of termination of this escrow you should have in your possession any documents,
securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder.



6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.



7. You shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be
conclusive evidence of such good faith.



8. You are hereby
expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders,
judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any
such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.



9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called for hereunder.



10. You shall not be liable for the expiration of any rights under any applicable state, federal or local statute of limitations or similar statute or regulation with respect to these Joint Escrow Instructions or any
documents deposited with you.



11. You shall be entitled to
employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefore.



12. Your responsibilities as Escrow Agent hereunder shall
terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.



13. If you reasonably require other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.



14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or
by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.



JOINT ESCROW INSTRUCTIONS PAGE 2



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15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at such addresses as a party may designate by
written notice to each of the other parties hereto.



16. By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.



17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors
and permitted assigns.



18. These Joint Escrow Instructions
shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, excluding that body of law pertaining to conflicts of law.



(Signature Page Follows)



JOINT ESCROW INSTRUCTIONS PAGE 3



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IN WITNESS WHEREOF, these Joint Escrow Instructions shall be effective as of the date first set forth
above.



MEDIVATION, INC.By:Name:Title:PURCHASER:By:Name:Address:ESCROW AGENT:By:Name:Title:




JOINT ESCROW INSTRUCTIONS PAGE 4