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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-KSB/A

Amendment No. 1

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|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------

For the fiscal year ended: December 31, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to:

Commission file number: 0-20837



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Medivation, Inc.

(name of small business issuer in its charter)

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|                                                             |  |                                     
|------------------------------------------------------------ |  | ------------------------------------
|Delaware                                                     |  | 13-3863260                          
|(state of incorporation)                                     |  | (I.R.S. employer identification No.)
|                                                             | 
|501 Second Street, Suite 211 San Francisco, California 94107 |  | 94107                               
|(address of principal executive offices)                     |  | (zip code)                          

(415) 543-3470

(telephone number)



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Securities registered under Section 12(b) of the Exchange Act: Common Stock, par value $0.01 per share

Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer is
not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act ̈

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes:  x    No: ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part 3 of this Form 10-KSB or any amendment to this Form 10-KSB: ̈

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes: ̈No:  x

State issuers revenues for its most recent
fiscal year: $0

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to
the price at which the common equity was sold, or the average bid and asked price of such common equity, as of March 27, 2006: $63,951,712

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of March 23, 2006, there were outstanding an aggregate of 22,075,911 shares of Common Stock, par value
$0.01 per share

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Definitive Proxy Statement with respect to the 2006 Annual Meeting of Stockholders, to be held on June 9, 2006, of Medivation, Inc., to be filed pursuant to 14a-101 on Schedule 14A with
the Securities and Exchange Commission (the Commission) within 120 days after the close of the fiscal year ended December 31, 2005 (the Definitive Proxy Statement), have been incorporated by reference in
Part III of this Annual Report on Form 10-KSB of Medivation, Inc. (the Report).

Transitional Small Business Disclosure
Format:    Yes: ̈No:  x



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##### Table of Contents

TABLE OF CONTENTS



|           |  |                      |  |     
|---------- |  | -------------------- |  | ----
|           |  |                      |  | Page
|           |  |                     
|PART II    |  |                      |  |     
|Item 7.    |  | FINANCIAL STATEMENTS |  | 3   
|           |  |                     
|PART III   |  |                      |  |     
|Item 13.   |  | EXHIBITS             |  | 21  
|           | 
|SIGNATURES |  | 25                  



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EXPLANATORY NOTE

This Amendment No. 1 to our annual report on Form 10-KSB/A for the fiscal year
ended December 31, 2005 is being filed solely for the purpose of removing an erroneously included line item from the supplemental schedule to our Consolidated Statements of Cash Flows on page 7.



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##### Table of Contents

Item 7. Financial Statements.

FINANCIAL STATEMENTS

Financial Statements Index



|                                                                                                                                                                 |  |     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                 |  | Page
|Report of Singer Lewak Greenbaum & Goldstein LLP, Independent Registered Public Accounting Firm of Medivation, Inc.                                              |  | 4   
|                                                                                                                                                                 | 
|Consolidated Balance Sheet as of December 31, 2005                                                                                                               |  | 5   
|                                                                                                                                                                 | 
|Consolidated Statements of Operations for the years ended December 31, 2005 and 2004, and for the period from inception (September 4, 2003) to December 31, 2005 |  | 6   
|                                                                                                                                                                 | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2005 and 2004, and for the period from inception (September 4, 2003) to December 31, 2005 |  | 7   
|                                                                                                                                                                 | 
|Consolidated Statements of Stockholders Equity for the period from inception (September 4, 2003) to December 31, 2005                                           |  | 8   
|                                                                                                                                                                 | 
|Notes to Consolidated Financial Statements                                                                                                                       |  | 9   



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Report of Independent Registered Public Accounting Firm

To the Board of Directors

Medivation, Inc.

San Francisco, California

We have audited the consolidated balance sheet of Medivation, Inc. and
subsidiaries (a development stage company) as of December 31, 2005, and the related consolidated statements of operations, stockholders equity and cash flows for each of the two years in the period ended December 31, 2005 and for the
period from September 4, 2003 (inception) to December 31, 2005. These financial statements are the responsibility of Medivation, Inc.s management. Our responsibility is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provided a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in
all material respects, the financial position of Medivation, Inc. and subsidiaries (a development stage company) as of December 31, 2005, and the results of their operations and their cash flows for each of the two years in the period ended
December 31, 2005 and for the period from September 4, 2003 (inception) to December 31, 2005, in conformity with U.S. generally accepted accounting principles.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California

February 24, 2006



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET



|                                                                                                              |  |               |             |  
|------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | -
|                                                                                                              |  | Dec. 31, 2005 |            
|ASSETS                                                                                                        |  |               |             |  
|                                                                                                              | 
|Current assets:                                                                                               |  |               |             |  
|Cash and cash equivalents                                                                                     |  | $             | 4,583,934   |  
|Short-term investments                                                                                        |  |               | 8,258,924   |  
|Prepaid expenses and other current assets                                                                     |  |               | 293,495     |  
|                                                                                                              |  |               |             |  
|Total current assets                                                                                          |  |               | 13,136,353  |  
|                                                                                                              | 
|Property and equipment (net of accumulated depreciation of $219)                                              |  | $             | 8,544       |  
|Intellectual property (net of accumulated amortization of $14,547)                                            |  |               | 136,353     |  
|                                                                                                              |  |               |             |  
|TOTAL ASSETS                                                                                                  |  | $             | 13,281,250  |  
|                                                                                                              |  |               |             |  
|                                                                                                              | 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                          |  |               |             |  
|                                                                                                              | 
|Current liabilities:                                                                                          |  |               |             |  
|Liquidated damages payable:                                                                                   |  |               |             |  
|To related party                                                                                              |  | $             | 16,120      |  
|To other parties                                                                                              |  |               | 256,379     |  
|Accounts payable                                                                                              |  |               | 1,175,297   |  
|Taxes payable                                                                                                 |  |               | 7,625       |  
|Series A redeemable preferred stock                                                                           |  |               | 11,000      |  
|                                                                                                              |  |               |             |  
|Total current liabilities                                                                                     |  |               | 1,466,421   |  
|                                                                                                              | 
|Stockholders equity:                                                                                         |  |               |             |  
|Preferred stock, $0.01 par value per share;1,000,000 shares authorized; no shares issued and outstanding      |  |               |            |  
|Common stock, $.01 par value per share;50,000,000 shares authorized; 22,075,911 shares issued and outstanding |  |               | 220,759     |  
|Additional paid-in capital                                                                                    |  |               | 26,444,599  |  
|Deferred compensation                                                                                         |  |               | (1,757,366  | )
|Deficit accumulated during the development stage                                                              |  |               | (13,093,163 | )
|                                                                                                              |  |               |             |  
|Total stockholders equity                                                                                    |  |               | 11,814,829  |  
|                                                                                                              |  |               |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                    |  | $             | 13,281,250  |  
|                                                                                                              |  |               |             |  

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  
|------------------------------------------- |  | ------------------- | ---------- | - | --------------------------------------- | - | ---------- | - |  | - | ----------- | -
|                                            |  | Year ended Dec. 31, |            |   | Inception(Sep. 4, 2003) toDec. 31, 2005 |  
|                                            |  | 2005                |            |   | 2004                                    |   |           
|Operating expenses:                         |  |                     |            |   |                                         |   |            |   |  |   |             |  
|General and administrative:                 |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Payroll                                     |  | $                   | 400,248    |   |                                         | $ | 303,122    |   |  | $ | 778,833     |  
|Consulting and other professional fees      |  |                     | 848,758    |   |                                         |   | 455,722    |   |  |   | 1,340,635   |  
|Other general and administrative            |  |                     | 749,994    |   |                                         |   | 303,173    |   |  |   | 1,117,164   |  
|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Total general and administrative            |  | $                   | 1,999,000  |   |                                         | $ | 1,062,017  |   |  | $ | 3,236,632   |  
|Research and development:                   |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Payroll                                     |  | $                   | 477,233    |   |                                         | $ | 239,921    |   |  | $ | 777,052     |  
|Consulting and other professional fees      |  |                     | 1,233,536  |   |                                         |   | 473,328    |   |  |   | 1,826,604   |  
|Preclinical and clinical studies            |  |                     | 3,338,742  |   |                                         |   | 795,528    |   |  |   | 4,165,269   |  
|Other research and development              |  |                     | 252,775    |   |                                         |   | 104,792    |   |  |   | 364,252     |  
|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Total research and development              |  | $                   | 5,302,286  |   |                                         | $ | 1,613,569  |   |  | $ | 7,133,177   |  
|Stock-based compensation                    |  |                     | 1,113,236  |   |                                         |   | 109,265    |   |  |   | 1,222,501   |  
|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Total operating expenses                    |  | $                   | 8,414,522  |   |                                         | $ | 2,784,851  |   |  | $ | 11,592,310  |  
|                                            |  |                     |           
|Loss from operations                        |  | $                   | (8,414,522 | ) |                                         | $ | (2,784,851 | ) |  | $ | (11,592,310 | )
|                                            |  |                     |           
|Other expenses (income):                    |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Interest expense (income)                   |  | $                   | (209,785   | ) |                                         | $ | 70,191     |   |  | $ | (131,082    | )
|Warrants issued to related party guarantors |  |                     |           |   |                                         |   | 17,505     |   |  |   | 17,505      |  
|Liquidated damages expense:                 |  |                     |            |   |                                         |   |            |   |  |   |             |  
|To related parties                          |  |                     | 1,102,530  |   |                                         |   |           |   |  |   | 1,102,530   |  
|To other parties                            |  |                     | 507,900    |   |                                         |   |           |   |  |   | 507,900     |  
|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Total other expenses (income)               |  | $                   | 1,400,645  |   |                                         | $ | 87,696     |   |  | $ | 1,496,853   |  
|                                            |  |                     |           
|Loss before provision for income taxes      |  | $                   | 9,815,167  |   |                                         | $ | 2,872,547  |   |  | $ | 13,089,163  |  
|                                            |  |                     |           
|Provision for income taxes                  |  |                     | 2,400      |   |                                         |   | 1,600      |   |  |   | 4,000       |  
|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Net loss                                    |  | $                   | 9,817,567  |   |                                         | $ | 2,874,147  |   |  | $ | 13,093,163  |  
|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Basic and diluted loss per share            |  | $                   | 0.70       |   |                                         | $ | 7.82       |   |  | $ | 2.13        |  
|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  
|Weighted average common shares outstanding  |  |                     | 13,936,629 |   |                                         |   | 367,496    |   |  |   | 6,144,464   |  
|                                            |  |                     |            |   |                                         |   |            |   |  |   |             |  

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|------------------------------------------------------------------------------- |  | ------------------- | ----------- | - | --------------------------------------- | - | ---------- | - |  | - | ----------- | -
|                                                                                |  | Year ended Dec. 31, |             |   | Inception(Sep. 4, 2003) toDec. 31, 2005 |  
|                                                                                |  | 2005                |             |   | 2004                                    |   |           
|Cash flows from operating activities:                                           |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Net loss                                                                        |  | $                   | (9,817,567  | ) |                                         | $ | (2,874,147 | ) |  | $ | (13,093,163 | )
|Adjustments to reconcile net loss to net cash used by operating activities:     |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Impairment of intellectual property                                             |  |                     |            |   |                                         |   | 75,000     |   |  |   | 75,000      |  
|Depreciation and amortization                                                   |  |                     | 8,494       |   |                                         |   | 5,940      |   |  |   | 14,766      |  
|Stock-based compensation                                                        |  |                     | 1,113,235   |   |                                         |   | 109,265    |   |  |   | 1,222,501   |  
|Liquidated damages accrued:                                                     |  |                     |             |   |                                         |   |            |   |  |   |             |  
|To related parties                                                              |  |                     | 1,102,530   |   |                                         |   |           |   |  |   | 1,102,530   |  
|To other parties                                                                |  |                     | 507,900     |   |                                         |   |           |   |  |   | 507,900     |  
|Liquidated damages paid:                                                        |  |                     |             |   |                                         |   |            |   |  |   |             |  
|To related parties                                                              |  |                     | (1,086,410  | ) |                                         |   |           |   |  |   | (1,086,410  | )
|To other parties                                                                |  |                     | (251,521    | ) |                                         |   |           |   |  |   | (251,521    | )
|Warrants issued to related party guarantors                                     |  |                     |            |   |                                         |   | 17,505     |   |  |   | 17,505      |  
|Changes in operating assets and liabilities:                                    |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Prepaid expenses and other current assets                                       |  |                     | 11,563      |   |                                         |   | (292,498   | ) |  |   | (288,645    | )
|Accounts payable                                                                |  |                     | 801,503     |   |                                         |   | 351,655    |   |  |   | 1,176,938   |  
|Other current liabilities                                                       |  |                     | 5,566       |   |                                         |   | (6,139     | ) |  |   | 9,551       |  
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Net cash provided by (used in) operating activities                             |  |                     | (7,604,707  | ) |                                         |   | (2,613,419 | ) |  |   | (10,593,048 | )
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Cash flows from investing activities:                                           |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Medivation cash balances at closing of December 2004 merger                     |  |                     |            |   |                                         |   | 1,928,839  |   |  |   | 1,928,839   |  
|Purchase of short-term investments                                              |  |                     | (20,124,804 | ) |                                         |   |           |   |  |   | (20,124,804 | )
|Maturities of short-term investments                                            |  |                     | 12,000,000  |   |                                         |   |           |   |  |   | 12,000,000  |  
|Accrued interest on short-term investments                                      |  |                     | (134,120    | ) |                                         |   |           |   |  |   | (134,120    | )
|Purchase of intellectual property                                               |  |                     |            |   |                                         |   | (200,000   | ) |  |   | (225,000    | )
|Purchase of property and equipment                                              |  |                     | (8,763      | ) |                                         |   |           |   |  |   | (8,763      | )
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Net cash provided by (used in) investing activities                             |  |                     | (8,267,687  | ) |                                         |   | 1,728,839  |   |  |   | (6,563,848  | )
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Cash flows from financing activities:                                           |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Issuance of Series B preferred stock                                            |  |                     |            |   |                                         |   |           |   |  |   | 1,800       |  
|Issuance of convertible notes:                                                  |  |                     |             |   |                                         |   |            |   |  |   |             |  
|To related party                                                                |  |                     |            |   |                                         |   | 250,000    |   |  |   | 1,250,000   |  
|To other party                                                                  |  |                     |            |   |                                         |   | 600,000    |   |  |   | 600,000     |  
|Principal repayment on notes held by related party                              |  |                     |            |   |                                         |   | (595,861   | ) |  |   | (595,861    | )
|Issuance of common stock in the December 2004 financing                         |  |                     |            |   |                                         |   | 10,700,270 |   |  |   | 10,700,270  |  
|Issuance of common stock in the December 2005 financing                         |  |                     | 10,452,925  |   |                                         |   |           |   |  |   | 10,452,925  |  
|Offering costs payable in cash                                                  |  |                     | (689,227    | ) |                                         |   |           |   |  |   | (689,227    | )
|Class B warrant exercises                                                       |  |                     | 20,563      |   |                                         |   |           |   |  |   | 20,563      |  
|Stock option exercises                                                          |  |                     | 360         |   |                                         |   |           |   |  |   | 360         |  
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Net cash provided by (used in) financing activities                             |  |                     | 9,784,621   |   |                                         |   | 10,954,409 |   |  |   | 21,740,830  |  
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Net increase (decrease) in cash                                                 |  |                     | (6,087,773  | ) |                                         |   | 10,069,829 |   |  |   | 4,583,934   |  
|Cash at beginning of period                                                     |  |                     | 10,671,707  |   |                                         |   | 601,878    |   |  |   |            |  
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Cash at end of period                                                           |  | $                   | 4,583,934   |   |                                         | $ | 10,671,707 |   |  | $ | 4,583,934   |  
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Cash paid for interest to related party                                         |  | $                   |            |   |                                         | $ | 26,859     |   |  | $ | 26,859      |  
|                                                                                |  |                     |            
|Supplemental schedule of non-cash investing and financing activities:           |  |                     |             |   |                                         |   |            |   |  |   |             |  
|Shares issued for conversion of convertible notes (including accrued interest): |  |                     |             |   |                                         |   |            |   |  |   |             |  
|To related party                                                                |  | $                   |            |   |                                         | $ | 688,955    |   |  | $ | 688,955     |  
|To other party                                                                  |  |                     |            |   |                                         |   | 610,776    |   |  |   | 610,776     |  
|Shares issued to purchase intellectual property                                 |  |                     |            |   |                                         |   |           |   |  |   | 900         |  
|Shares issued for placement agent services in the December 2004 financing       |  |                     |            |   |                                         |   | 969,834    |   |  |   | 969,834     |  
|Warrants issued for placement agent services in the December 2004 financing     |  |                     |            |   |                                         |   | 633,149    |   |  |   | 633,149     |  
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  
|                                                                                |  | $                   |             |   |                                         | $ | 2,902,714  |   |  | $ | 2,903,614   |  
|                                                                                |  |                     |             |   |                                         |   |            |   |  |   |             |  

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



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##### Table of Contents

MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

INCEPTION (SEP. 4, 2003)
TO DEC. 31, 2005



|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|------------------------------------------------------- |  | ------------ |  | ------------------------ | ------- |  | -------------------- | ---------- | - | -------------------- | - | ---------- | ------------------------ |  | - | ----------- | - |  | - | ---------- | -
|                                                        |  | COMMON STOCK |  | ADDITIONALPAID-INCAPITAL |         |  | DEFERREDCOMPENSATION |            |   | ACCUMULATED(DEFICIT) |   |            | TOTALSTOCKHOLDERSEQUITY | 
|                                                        |  | SHARES       |  | AMOUNT                   |         |  |                      |           
|Balances at inception (September 4, 2003)               |  |             |  | $                        |        |  | $                    |           |   |                      | $ |           |                          |  | $ |            |   |  | $ |           |  
|Net loss                                                |  |             |  |                          |        |  |                      |           |   |                      |   |           |                          |  |   | (401,449    | ) |  |   | (401,449   | )
|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|Balances at December 31, 2003                           |  |             |  |                          |        |  |                      |           |   |                      |   |           |                          |  |   | (401,449    | ) |  |   | (401,449   | )
|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|Common stock issued for:                                |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|Cash in the December 2004 financing                     |  | 6,903,399    |  |                          | 69,034  |  |                      | 10,631,236 |   |                      |   |           |                          |  |   |            |   |  |   | 10,700,270 |  
|Debt conversion in the December 2004 financing:         |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|To related party                                        |  | 444,487      |  |                          | 4,445   |  |                      | 684,509    |   |                      |   |           |                          |  |   |            |   |  |   | 688,954    |  
|To other party                                          |  | 394,049      |  |                          | 3,940   |  |                      | 606,836    |   |                      |   |           |                          |  |   |            |   |  |   | 610,776    |  
|Placement agent services in the December 2004 financing |  | 625,699      |  |                          | 6,257   |  |                      | 963,577    |   |                      |   |           |                          |  |   |            |   |  |   | 969,834    |  
|Offering expenses                                       |  |             |  |                          |        |  |                      | (1,602,981 | ) |                      |   |           |                          |  |   |            |   |  |   | (1,602,981 | )
|Warrants issued to related party guarantors             |  |             |  |                          |        |  |                      | 17,505     |   |                      |   |            |                          |  |   |            |   |  |   | 17,505     |  
|Stock-based compensation expense                        |  |             |  |                          |        |  |                      | 109,265    |   |                      |   |           |                          |  |   |            |   |  |   | 109,265    |  
|December 2004 merger:                                   |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |           |  
|Elimination of retained earnings                        |  |             |  |                          |        |  |                      | (422,120   | ) |                      |   |           |                          |  |   |            |   |  |   | (422,120   | )
|Common stock outstanding before December 2004 merger    |  | 1,213,507    |  |                          | 12,135  |  |                      | 2,282,231  |   |                      |   |           |                          |  |   |            |   |  |   | 2,294,366  |  
|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |           |  
|Net loss                                                |  |             |  |                          |        |  |                      |           |   |                      |   |           |                          |  |   | (2,874,147  | ) |  |   | (2,874,147 | )
|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|Balances at December 31, 2004                           |  | 9,581,141    |  | $                        | 95,811  |  | $                    | 13,270,058 |   |                      | $ |           |                          |  | $ | (3,275,596  | ) |  |   | 10,090,273 |  
|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|Common stock issued for:                                |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|Conversion of Series B preferred stock                  |  | 6,638,490    |  |                          | 66,385  |  |                      | (63,685    | ) |                      |   |           |                          |  |   |            |   |  |   | 2,700      |  
|Cash in the December 2005 financing                     |  | 5,635,000    |  |                          | 56,350  |  |                      | 10,396,575 |   |                      |   |           |                          |  |   |            |   |  |   | 10,452,925 |  
|Cash upon exercise of Class B warrants                  |  | 203,300      |  |                          | 2,033   |  |                      | 23,379     |   |                      |   |           |                          |  |   |            |   |  |   | 25,412     |  
|Cash upon exercise of stock options                     |  | 17,980       |  |                          | 180     |  |                      | 180        |   |                      |   |           |                          |  |   |            |   |  |   | 360        |  
|Offering expenses                                       |  |             |  |                          |        |  |                      | (689,227   | ) |                      |   |           |                          |  |   |            |   |  |   | (689,227   | )
|Stock-based deferred compensation                       |  |             |  |                          |        |  |                      | 2,104,932  |   |                      |   | (2,104,932 | )                        |  |   |            |   |  |   |           |  
|Stock-based compensation expense                        |  |             |  |                          |        |  |                      | 765,669    |   |                      |   | 347,566    |                          |  |   |            |   |  |   | 1,113,235  |  
|Reclassification of warrant liability to equity         |  |             |  |                          |        |  |                      | 633,149    |   |                      |   |           |                          |  |   |            |   |  |   | 633,149    |  
|Adjustments related to December 2004 merger             |  |             |  |                          |        |  |                      | 3,569      |   |                      |   |           |                          |  |   |             |   |  |   | 3,569      |  
|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |           |  
|Net loss                                                |  |             |  |                          |        |  |                      |           |   |                      |   |           |                          |  |   | (9,817,567  | ) |  |   | (9,817,567 | )
|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  
|Balances at December 31, 2005                           |  | 22,075,911   |  | $                        | 220,759 |  | $                    | 26,444,599 |   |                      | $ | (1,757,366 | )                        |  | $ | (13,093,163 | ) |  | $ | 11,814,829 |  
|                                                        |  |              |  |                          |         |  |                      |            |   |                      |   |            |                          |  |   |             |   |  |   |            |  

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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##### Table of Contents

MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005

1. DESCRIPTION OF BUSINESS AND CORPORATE STRUCTURE

Medivation, Inc. (Medivation or the Company), together with its operating subsidiaries, is a life sciences company based in San Francisco, California. The Companys corporate strategy is to acquire, develop and sell or partner
biomedical technologies in the early-development stage of the research and development processthe stage beginning with the identification of a specific biomedical product candidate with a demonstrated scientific rationale for further
development, and ending upon the completion of Phase 2 clinical trials designed to provide evidence of potential safety and efficacy in patients. The Companys portfolio presently consists of three active development programs, all of which
are small molecule drugs: Dimebon for the treatment of Alzheimers disease; Dimebon for the treatment of Huntingtons disease; and the MDV300 Series compounds for the treatment of hormone-refractory prostate cancer. The Company also is
evaluating other early-development stage biomedical technologies for potential acquisition.

The Company presently has two operating
subsidiariesMedivation Neurology, Inc. (MNI), which was incorporated in Delaware on September 4, 2003 to acquire and develop the Dimebon technology for Alzheimers disease and Huntingtons disease, and Medivation Prostate
Therapeutics, Inc. (MPT), which was incorporated in Delaware on June 30, 2005 to acquire and develop the MDV300 Series technology for hormone-refractory prostate cancer.

2. THE MERGER

(a) Description of the Merger

MNI became a wholly-owned subsidiary of the Company pursuant to a merger on December 17, 2004 (the Merger). Pursuant to the Merger, the issued and
outstanding shares of common stock of MNI were converted into an aggregate of 331,925 shares of the Companys Series B Preferred Stock, and Medivations pre-Merger cash balances of approximately $1,929,000 became available to fund the
ongoing operations of the combined Company. On May 20, 2005, the Series B Preferred Stock issued in the Merger converted into an aggregate of 6,638,490 shares of the Companys Common Stock. Following the Merger, the business conducted
by the Company is the business conducted by MNI prior to the Merger.

(b) Accounting Treatment of the Merger; Financial Statement Presentation

The Merger was accounted for as a reverse merger under generally accepted accounting principles. Therefore: (1) the consolidated
financial statements of the Company for periods prior to December 17, 2004 reflect only the operations of MNI, and (2) the consolidated financial statements present the previously issued shares of Series A Redeemable Preferred Stock and
Common Stock of the Company as having been issued pursuant to the Merger on December 17, 2004, and the shares of Company Common Stock issued to the former MNI stockholders pursuant to the Merger as having been outstanding since MNIs
inception (September 4, 2003). No goodwill or other intangible asset was recorded as a result of the Merger.

3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

(a) Basis of Consolidation

The consolidated financial statements incorporate the accounts of Medivation and its operating subsidiaries MNI and MPT. All significant inter-company transactions have been eliminated in consolidation.



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



(b) Development Stage Company

For the period from inception (September 4, 2003) to date, the Company has been a development stage enterprise, and accordingly, the Companys operations have been directed primarily toward developing its
proprietary technologies. The Company has experienced net losses since its inception and had an accumulated deficit of $13,093,163 at December 31, 2005. Such losses and accumulated deficit resulted from the Companys absence of revenue and
significant costs incurred in the development of the Companys proprietary technologies. The Company expects to incur substantial losses as it continues its research and development activities, particularly the conduct of clinical trials.

(c) Estimates

The preparation of
financial statements in conformity with generally accepted accounting principles requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions principally relate to services performed by third parties but not yet invoiced, estimates of the fair
value of stock options issued to employees and consultants and estimates of the probability and potential magnitude of contingent liabilities. Actual results could differ from those estimates.

(d) Cash Equivalents

The Company considers all
highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2005, cash and cash equivalents consisted of $4,583,934 in cash and money market securities. The Company deposits cash
and cash equivalents with high credit quality financial institutions and is insured to the maximum limitations. The Company and its operating subsidiaries presently maintain checking and money market accounts at Bank of America and Wells Fargo. Cash
and cash equivalents held in these accounts totaled $150,134 at December 31, 2005, and are insured by the Federal Deposit Insurance Corporation up to a maximum of $100,000. The Company also maintains a brokerage account at Bank of America, with
a cash and cash-equivalent balance of $4,433,800 at December 31, 2005. Deposits in this account are insured by the Securities Investor Protection Corporation up to a maximum of $500,000 (including cash claims limited to $100,000).

(e) Short-Term Investments Held to Maturity

The
Company considers all highly liquid investments purchased with an original maturity of more than three months but no longer than twelve months to be short-term investments. See Note 4.

(f) Property and Equipment

Property and equipment purchases are recorded at cost. Repairs and
maintenance costs are expensed in the period incurred. Items of property and equipment with costs greater than $5,000 are capitalized and depreciated on a straight-line basis over the estimated useful lives of the assets as follows:



|                                    |  |                                                 
|----------------------------------- |  | ------------------------------------------------
|Description                         |  | Estimated Useful Life                           
|Office equipment and furniture      |  | 3 years                                         
|Laboratory equipment                |  | 5 years                                         
|Leasehold improvements and fixtures |  | Lesser of estimated useful life or life of lease



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



(g) Intellectual Property

The cost of acquiring intellectual property rights to be used in the research and development process, including licensing fees and milestone payments, is charged to research and development expense as incurred in
situations where we have not identified an alternative future use for the acquired rights, and is capitalized in situations where we have identified an alternative future use. Capitalized costs are amortized over the life of the applicable
intellectual property right. Legal and other costs of prosecuting and maintaining intellectual property rights are expensed as incurred.

(h) Impairment
or Disposal of Long-lived Assets

The Company evaluates its long-lived assets, primarily its intellectual property, for impairment
whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future
undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. The impairment amount is included in research and development expenses.

(i) Research and Development

Research and development costs are charged to expense when incurred.

(j) Stock Based Compensation; Adoption of SFAS 123R

Effective January 1, 2005, the Company adopted SFAS 123R, Share-Based Payment, which requires the Company to record as an expense in its financial statements the fair value of all stock-based
compensation awards. The application of SFAS 123R to stock-based compensation awards granted by the Company prior to January 1, 2005, all of which were granted to consultants, does not require any retroactive changes to the Companys
financial statements for prior periods.

(k) Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

(l) Loss per Common Share

The Company calculates
loss per share in accordance with SFAS No. 128, Earnings per Share. Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per
share is computed similarly to basic loss per share except that the



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive.

The following potential common shares outstanding at December 31, 2005 have been
excluded from the computation of diluted net loss per share for the years ended December 31, 2005 and 2004, and for the period from inception (September 4, 2003) to December 31, 2005, because they are antidilutive:



|         |  |          
|-------- |  | ---------
|Warrants |  | 824,491  
|Options  |  | 1,550,200
|         |  |          
|TOTAL    |  | 2,374,691
|         |  |          

(m) Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123(R), Share-Based Payment (SFAS
123R). The statement requires all entities to recognize compensation expense in an amount equal to the fair value of share-based payments granted to employees. The statement eliminates the alternative method of accounting for employee share-based
payments previously available under APB 25 and SFAS 123. The Company adopted SFAS 123(R) effective January 1, 2005. The application of SFAS 123(R) to stock-based compensation awards granted by the Company prior to January 1, 2005, all
of which were granted to consultants, did not require any retroactive changes to the Companys financial statements for prior periods.

In December 2004, the FASB issued SFAS No. 153, Exchanges of No monetary Assets(SFAS 153) an amendment to APB Opinion No. 29, Accounting for Nonmonetary Transactions(APB 29). SFAS 153
eliminates certain differences in the guidance in APB 29 as compared to the guidance contained in standards issued by the International Accounting Standards Board. The amendment to APB 29 eliminates the fair value exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. Such an exchange has commercial substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring in periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in periods beginning
after December 16, 2004. Management does not expect adoption of SFAS 153 to have a material impact on the Companys financial statements.

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47), which clarifies the meaning of the term conditional asset retirement
obligationas used in SFAS 143, Accounting for Asset Retirement Obligations (SFAS 143) and clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.
This interpretation is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005 for calendar-year companies). Retrospective application of interim financial information is permitted but is not
required. Management does not expect adoption of FIN 47 to have a material impact on the Companys financial statements.

In
May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS 154) an amendment to APB Opinion No. 20, Accounting Changes (APB 20), and SFAS No. 3, Reporting
Accounting Changes in Interim Financial Statements (SFAS 3) though SFAS 154 carries forward the guidance in APB 20 and SFAS 3 with respect to accounting for changes in estimates, changes in reporting entity, and the



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



correction of errors. SFAS 154 establishes new standards on accounting for changes in accounting principles, whereby all such changes must be accounted for
by retrospective application to the financial statements of prior periods unless it is impracticable to do so. SFAS 154 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005, with early
adoption permitted for changes and corrections made in years beginning after May 2005. The Company will implement SFAS No. 154 in its fiscal year beginning January 1, 2006. Management does not expect the adoption of SFAS 154 to
have a material impact upon the Companys financial statements.

In February 2006, the FASB issued SFAS No. 155,
Accounting for Certain Hybrid Financial Instruments (SFAS 155), which amends SFAS No. 133, Accounting for Derivatives Instruments and Hedging Activities (SFAS 133) and SFAS No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities (SFAS 140). SFAS 155 amends SFAS 133 to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such
strips representing rights to receive a specified portion of the contractual interest or principle cash flows. SFAS 155 also amends SFAS 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to
beneficial interests that itself is a derivative instrument. Management does not expect the adoption of SFAS 155 to have a material impact on the Companys financial statements.

4. SHORT-TERM INVESTMENTS HELD TO MATURITY

The
Company accounts for its short-term investments in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. At December 31, 2005, short-term investments consisted of Federal Home Loan Bank
securities purchased in December 2005 with maturities in March, June and September 2006. The Company has accounted for these investments as held-to-maturity since it has the positive intent and ability to hold them to maturity, and thus
has recorded them at their amortized cost basis of $8,258,924 in its financial statements at December 31, 2005. At December 31, 2005, the estimated fair value of these securities was $8,249,438, resulting in a gross unrealized holding loss
of $9,486.

5. PROPERTY AND EQUIPMENT

At December 31, 2005, property and equipment consisted of laboratory equipment purchased in November 2005 for $8,763, which is being depreciated on a straight-line basis over its estimated useful life of five years. Depreciation
expense in the years ended December 31, 2005 and 2004, and in the period from inception (September 4, 2003) to December 31, 2005, were $219, $0 and $219, respectively.

6. INTELLECTUAL PROPERTY

At December 31, 2005, intellectual property consisted of patents and
patent applications acquired from third parties. Cash purchases of patent rights totaled $0, $200,000 and $225,000, respectively, for the years ended December 31, 2005 and 2004, and for the period from inception (September 4, 2003) to
December 31, 2005. This intellectual property is being amortized over periods ranging from 156 months to 248 months. Amortization expense on the Companys intellectual property was $8,275, $5,940 and $14,547, respectively, for the years
ended December 31, 2005 and 2004, and for the period from inception (September 4, 2003) to December 31, 2005. Estimated aggregate amortization expense on the Companys intellectual property is $8,274 per year for each of the five
subsequent fiscal years. In the year ended December 31, 2004, the Company wrote off $75,000 of its historical patent acquisition costs to reflect managements decision to stop work on a patent application unrelated to Dimebon and the
MDV300 Series compounds.



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



7. STOCKHOLDERS EQUITY

(a) Common Stock

On December 15, 2005, the Company issued 5,635,000 shares of its Common Stock
in an underwritten public offering at a price-to-public of $2.00 per share (the 2005 Offering), raising net proceeds of $10,452,925. Legal, accounting, printing, travel and other costs related to the 2005 Offering, in the aggregate amount of
$689,227, were charged to additional-paid-in-capital in the quarter ended December 31, 2005.

In the year ended December 31,
2005, the Company issued an aggregate of 203,300 shares of Common Stock upon the exercise of outstanding Class B Warrants, for an aggregate exercise price of $25,413. At December 31, 2005, $20,563 of this amount had been received by Medivation,
and the remainder was recorded as a receivable. The remaining 22,200 Class B Warrants expired unexercised in December 2005.

On
December 17, 2004, the Company issued 7,741,935 shares of its Common Stock in a private placement to accredited investors at a price of $1.55 per share (the 2004 Offering), 6,903,399 of which were sold for cash, generating $10,700,270 in gross
proceeds. The remaining 838,536 shares were issued in exchange for cancellation of outstanding bridge notes of MNI, in the aggregate amount of $1,299,731, which were assumed by the Company in the Merger. Medivation also issued an aggregate of
625,699 shares of its Common Stock to two investment banking firms as partial compensation for placement agent services provided in connection with the 2004 Offering. The cost of these shares, in the aggregate amount of $969,834, was offset against
additional paid-in-capital in the year ended December 31, 2004.

(b) Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting, and other rights and preferences as may be
determined from time to time by the Board of Directors. The Company has outstanding 110 shares of Series A Redeemable Preferred Stock, which it issued for an aggregate purchase price of $11,000. The Series A Redeemable Preferred Stock is non-voting
and does not bear dividends. The right of the holders of the Series A Redeemable Preferred Stock to convert their shares into Common Stock expired unexercised in December 2005. The Series A Redeemable Preferred Stock is redeemable at any time,
at the option of the holders thereof, for a redemption price equal to its original purchase price. Because of this redemption feature, the Series A Redeemable Preferred Stock is reflected as a liability on the consolidated financial statements. No
other preferred stock of the Company is outstanding.

(c) Warrants Issued to Related Parties

On November 16, 2004, MNI issued warrants to purchase its equity securities to David Hung, its President and Chief Executive Officer and a member of
its Board of Directors, and to Patrick Machado, its Senior Vice President and Chief Financial Officer, in return for their agreement to guarantee up to $100,000 of legal fees incurred by MNI related to the Merger. These warrants were assumed by
Medivation in the Merger and became exercisable to purchase an aggregate of 12,904 shares of the Companys Common Stock at a price of $1.55 per share. The fair value of these warrants in the amount of $17,505 (based on the Black-Scholes option
pricing model and the following assumptions: stock price of $1.55; historical volatility of 90%; risk free rate of approximately 4.5%; dividend yield of 0%; and warrant life of 10 years) was recorded as an expense in the statement of operations for
the year ended December 31, 2004.

In October 2003 and April 2004, MNI issued warrants to Dara Biosciences, Inc. (Dara) in
connection with bridge loans in the aggregate principal amount of $1,250,000 extended by Dara to MNI. See Note 11. At the time



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



these warrants were granted, Dara owned approximately 33% of the outstanding voting stock of MNI. The warrants were exercisable to purchase shares of the
class of equity securities issued by MNI in its next equity financing at the same price per share as paid by investors in that equity financing. Using the Black-Scholes option pricing model and the following assumptions as of the dates these
warrants were issuedstock price of $0.0004; historical volatility of 90%; risk free rate of approximately 4.5%; dividend yield of 0%; and warrant life of 10 yearsthe warrants were assigned no value. The warrants were assumed by the
Company in the Merger, and became exercisable to purchase an aggregate of 161,290 shares of Common Stock at an exercise price of $1.55 per share. The warrants expire in 2013 and 2014.

(d) Other Warrants

On December 17, 2004, Medivation issued warrants to an investment banking
firm in return for placement agent services provided in connection with the 2004 Offering. These warrants cover the purchase of an aggregate of 572,878 shares of Common Stock at a price of $1.55 per share, and expire on December 17, 2009. At
December 17, 2004, the fair value of these warrants was $633,149 (based on the Black-Scholes option pricing model and the following assumptions: stock price of $1.55; historical volatility of 90%; risk free rate of 3.59%; dividend yield of 0%; and
warrant life of 5.0 years). This fair value was reclassified as equity in 2005 in accordance with Emerging Issues Task Force 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own
Stock, since the Company determined it had sufficient authorized shares to issue upon exercise of the warrants.

At December 31,
2005, the Company also had outstanding warrants to purchase an aggregate of 77,419 shares of its Common Stock at an exercise price of $1.55 per share, expiring in 2014. These warrants were issued by MNI to a provider of financing prior to the
Merger, and were assumed by Medivation in the Merger.

(e) Medivation Equity Incentive Plan

The Medivation 2004 Equity Incentive Plan (the Medivation Equity Incentive Plan), which is stockholder-approved, provides for the issuance of options and
other equity-based awards, including restricted stock and stock appreciation rights, covering up to 3,000,000 shares of Medivations common stock. Shares issued upon exercise of equity-based awards are new shares that have been reserved for
issuance under the plan. The Medivation Equity Incentive Plan is administered by our board of directors, or a committee appointed by the Board, which determines recipients and types of awards to be granted, including the number of shares subject to
the awards, the exercise price and the vesting schedule. The term of stock options granted under the Medivation Equity Incentive Plan cannot exceed ten years. Options generally have an exercise price equal to the fair market value of our common
stock on the grant date, and generally vest over a period of four years. The options may contain an early exercise feature, pursuant to which the optionee may exercise the option before it has vested. However, so long as an option remains unvested,
all shares purchased upon early exercise remain subject to repurchase by Medivation at the option exercise price if the optionees service with Medivation terminates. For purposes of the following disclosures, early exercise options are not
considered to have been exercised, or to be exercisable, until this repurchase right has lapsed. In addition, all outstanding awards under the Medivation Equity Incentive Plan will accelerate and become immediately exercisable upon a change of
control of Medivation, as defined in the Medivation Equity Incentive Plan.

Medivation recorded stock-based compensation expense of
$1,113,236, $109,265 and $1,222,501, respectively, in the years ended December 31, 2005 and 2004, and in the period from inception (September 4, 2003) to December 31, 2005.



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##### Table of Contents

MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



Options granted to employees and non-employee directors are recorded as deferred compensation at
their grant-date fair value, and expensed over the remaining vesting periods of the options. At December 31, 2005, deferred compensation not yet recognized as expense totaled $1,757,366 and will be expensed over a weighted-average remaining
vesting period of 3.4 years. In accordance with Emerging Issues Task Force (EITF) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services, and EITF Issue No. 00-18, Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees, options granted to consultants are valued at their respective measurement dates, and
recognized as expense based on the portion of the total consulting services provided during the applicable period. As further consulting services are provided in future periods, Medivation will revalue the associated options and recognize additional
expense based on their then-current fair values.

Medivation estimates the fair value of each option award using the Black-Scholes option
valuation model and the assumptions noted in the following table. Expected volatility is based on the historical volatility of Medivations common stock since January 1, 2005, the beginning of the first quarter following the acquisition of
Medivations current business operations on December 17, 2004. Given Medivations limited option history to date, options issued to employees, directors and consultants are estimated to remain outstanding for 10, 7 and 5 years,
respectively. These estimates will be reviewed and revised as appropriate in future periods to reflect actual option exercise and forfeiture data. The risk-free rate is equal to U.S. Treasury security rates for the applicable terms.



|                                     |  |                          |   |  |                          |  
|------------------------------------ |  | ------------------------ | - |  | ------------------------ | -
|                                     |  | Year Ended Dec. 31, 2005 |   |  | Year Ended Dec. 31, 2004 |  
|Expected volatility                  |  | 7090                    | % |  | 90                       | %
|Weighted-average expected volatility |  | 80                       | % |  | 90                       | %
|Expected dividends                   |  | 0                        | % |  | 0                        | %
|Expected term (in years)             |  | 3.510.0                 |   |  | 9.5                      |  
|Risk-free rate                       |  | 3.734.52                | % |  | 4.214.57                | %

A summary of the stock option activity under the Medivation Equity Incentive Plan during the year
ended December 31, 2005 is presented below.



|                                 |  |                          |  |                               |     
|-------------------------------- |  | ------------------------ |  | ----------------------------- | ----
|                                 |  | Year Ended Dec. 31, 2005
|                                 |  | Number ofOptions         |  | Weighted-AverageExercisePrice
|Outstanding at beginning of year |  | 616,556                  |  | $                             | 0.85
|Granted                          |  | 1,074,692                |  | $                             | 3.36
|Exercised                        |  | 17,980                   |  | $                             | 0.02
|Forfeited                        |  | 123,068                  |  | $                             | 2.11
|Outstanding at end of year       |  | 1,550,200                |  | $                             | 2.50



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##### Table of Contents

MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



At December 31, 2005, the total outstanding, and the total exercisable, options under the
Medivation Equity Incentive Plan were as follows:



|                          |  |                                    |  |                               |      |                                        |           |                         |   |        
|------------------------- |  | ---------------------------------- |  | ----------------------------- | ---- | -------------------------------------- | --------- | ----------------------- | - | -------
|                          |  | NumberOutstanding at Dec. 31, 2005 |  | Weighted-AverageExercisePrice |      | Weighted-AverageEstimatedRemainingLife |           | AggregateIntrinsicValue
|Total outstanding options |  | 1,550,200                          |  | $                             | 2.50 |                                        | 6.0 years |                         | $ | 66,034 
|Total exercisable options |  | 266,063                            |  | $                             | 1.50 |                                        | 3.9 years |                         | $ | 277,991

The weighted-average grant-date fair value of options granted during the years ended
December 31, 2005 and 2004, and during the period from inception (September 4, 2003) to December 31, 2005, was $2.66 per share, $1.30 per share and $2.17 per share, respectively. For purposes of valuing options granted in 2004,
historical volatility was assumed to be the same as in the first quarter of 2005 (90%) and the stock price was assumed to be the December 17, 2004 market price of $1.55 per share. Further information regarding the value of options vested
and exercised during the years ended December 31, 2005 and 2004, and during the period from inception (September 4, 2003) to December 31, 2005, is set forth below.



|                                                   |  |                          |         |                          |   |                                           |  |   |        
|-------------------------------------------------- |  | ------------------------ | ------- | ------------------------ | - | ----------------------------------------- |  | - | -------
|                                                   |  | Year Ended Dec. 31, 2005 |         | Year Ended Dec. 31, 2004 |   | Inception (Sep. 4, 2003) to Dec.
31, 2005
|Fair value of options vested during period         |  | $                        | 520,001 |                          | $ |                                          |  | $ | 520,001
|Intrinsic value of options exercised during period |  | $                        | 53,580  |                          | $ |                                          |  | $ | 53,580 

8. THIRD PARTY EQUITY INTERESTS IN OPERATING SUBSIDIARIES

(a) Medivation Neurology, Inc.

At December 31,
2005, Medivation owned all of the issued and outstanding stock of its operating subsidiary MNI, and there were no outstanding options, warrants or any other third party rights to acquire any MNI stock.

(b) Medivation Prostate Therapeutics, Inc.

At
December 31, 2005, Medivation owned all 1,212,673 shares of the issued and outstanding stock of its operating subsidiary MPT, and is entitled to receive one additional share for each dollar that Medivation invests, directly or indirectly, in
MPT. MPT has reserved an aggregate of 3,000,000 shares of its Common Stock for issuance upon the exercise of awards granted under the Medivation Prostate Therapeutics, Inc. Equity Incentive Plan (the MPT Equity Incentive Plan). At December 31,
2005, one option was outstanding under the MPT Equity Incentive Plan. This option, which was issued to the licensor of MPTs hormone-refractory prostate cancer technology, is exercisable without cash payment for 150,000 shares of MPT Common
Stock, but vests and becomes exercisable only upon the occurrence of specified MPT liquidity events including a sale of MPT, a public offering of MPTs Common Stock, a corporate partnership involving MPT, or receipt of regulatory approval to
market any MPT product. In accordance with Emerging Issues Task Force (EITF) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services, no expense will be recognized with respect to this option unless and until such a liquidity event occurs.



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##### Table of Contents

MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



9. LIQUIDATED DAMAGES TO RELATED AND OTHER PARTIES

The registration rights agreement between the Company and investors in the 2004 Offering provided for liquidated damages to each investor equal to
1.5% per month of its investment amount if the registration statement was not declared effective by the Securities and Exchange Commission by March 31, 2005. The registration statement was not declared effective until May 16, 2005. In
addition, for reasons outside its control, the Company was unable to include in the registration statement an aggregate of 4,040,616 shares purchased by certain investors the Offering (the excluded shares). The registration rights agreement did not
specify how long liquidated damages would continue to accrue on the excluded shares. In December 2005, the Company signed settlement agreements with holders of 86% of the excluded shares, pursuant to which the holders agreed to settle their
claims in return for liquidated damages payments determined in accordance with a negotiated formula. The Company signed settlement agreements with the remaining holders of excluded shares in the first quarter of 2006.

In the year ended December 31, 2005, the Company recorded aggregate liquidated damages of $1,610,430 to investors in the 2004 Offering, including
related party investors, as follows:



|                                                         |  |                       |           |                |   |         |  |   |          
|-------------------------------------------------------- |  | --------------------- | --------- | -------------- | - | ------- |  | - | ---------
|Liquidated Damages Attributable
to:                      |  | RelatedPartyInvestors |           | OtherInvestors |   | Total  
|The delay in effectiveness of the registration statement |  | $                     | 94,852    |                | $ | 181,148 |  | $ | 276,000  
|The inability to register the excluded shares            |  | $                     | 1,007,678 |                | $ | 326,752 |  | $ | 1,334,430
|                                                         |  |                       |           |                |   |         |  |   |          
|                                                         |  | $                     | 1,102,530 |                | $ | 507,900 |  | $ | 1,610,430

The related party investors consist of an institutional investor that owned more than 10% of the
outstanding voting stock of Medivation at December 31, 2005, and a corporate investor that is wholly-owned by a member of Medivations Board of Directors. The formulas used to calculate the liquidated damages payable to the related party
investors were identical to those used to calculate the liquidated damages payable to all other investors.

The Company paid an aggregate
of $1,337,931 of the accrued liquidated damages in the year ended December 31, 2005, and at year end the remaining $272,499 remained payable, as follows:



|                                         |  |                       |           |                |   |         |  |   |          
|---------------------------------------- |  | --------------------- | --------- | -------------- | - | ------- |  | - | ---------
|Liquidated Damages                       |  | RelatedPartyInvestors |           | OtherInvestors |   | Total  
|Paid in the year ended December 31, 2005 |  | $                     | 1,086,410 |                | $ | 251,521 |  | $ | 1,337,931
|Remaining payable at December 31, 2005   |  | $                     | 16,120    |                | $ | 256,379 |  | $ | 272,499  
|                                         |  |                       |           |                |   |         |  |   |          
|                                         |  | $                     | 1,102,530 |                | $ | 507,900 |  | $ | 1,610,430

The remaining $272,499 was paid in the first quarter of 2006.



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##### Table of Contents

MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



10. INCOME TAXES

The tax effects of temporary differences which give rise to the deferred tax provisions at December 31, 2005 consisted of the following:



|                                     |  |   |            |  
|------------------------------------ |  | - | ---------- | -
|Deferred tax assets                  |  |   |            |  
|Net operating loss carryforward      |  | $ | 4,488,130  |  
|Warrant-based compensation           |  |   | 531,231    |  
|Depreciation, amortization and other |  |   | 23,971     |  
|State taxdeferred                   |  |   | (341,051   | )
|Research & development credit        |  |   | (64,000    | )
|Less valuation allowance             |  |   | (4,638,281 | )
|                                     |  |   |            |  
|Net deferred tax assets              |  | $ |           |  
|                                     |  |   |            |  

The following table presents the current and deferred income tax provision for (benefit from)
federal and state income taxes for the years ended December 31, 2005 and December 31, 2004:



|         |  |                         |       |                         |   |      
|-------- |  | ----------------------- | ----- | ----------------------- | - | -----
|         |  | Year EndedDec. 31, 2005 |       | Year EndedDec. 31, 2004
|Current  |  |                         |       |                         |   |      
|Federal  |  | $                       |      |                         | $ |     
|State    |  |                         | 2,400 |                         |   | 1,600
|         |  |                         |       |                         |   |      
|Deferred |  |                         |       |                         |   |      
|Federal  |  |                         |      |                         |   |     
|State    |  |                         |      |                         |   |     
|         |  |                         |       |                         |   |      
|         |  | $                       | 2,400 |                         | $ | 1,600
|         |  |                         |       |                         |   |      

The provision for income taxes differs from the amount that would result from applying the federal
statutory rate for the years ended December 31, 2005 and December 31, 2004 as follows:



|                                              |  |                         |    |  |                         |   
|--------------------------------------------- |  | ----------------------- | -- |  | ----------------------- | --
|                                              |  | Year EndedDec. 31, 2005 |    |  | Year EndedDec. 31, 2004 |   
|Statutory regular federal income benefit rate |  | (34.0                   | )% |  | (34.0                   | )%
|State taxes (net of federal benefit)          |  | (4.6                    | )% |  | (3.0                    | )%
|Nondeductible expenses                        |  | 5.6                     | %  |  | 0.0                     | % 
|Other                                         |  | (1.4                    | )% |  | (1.8                    | )%
|Change in valuation allowance                 |  | 34.4                    | %  |  | 38.8                    | % 
|                                              |  |                         |    |  |                         |   
|Total                                         |  | 0.0                     | %  |  | 0.0                     | % 
|                                              |  |                         |    |  |                         |   

The valuation allowance increased by $3,374,550 and $1,115,982 during the years ended
December 31, 2005 and December 31, 2004, respectively. The deferred income tax benefit of the loss carryforward is the only significant deferred income tax asset or liability of the Company and has been offset by a valuation allowance
since management does not believe the recoverability of this deferred tax asset during the next fiscal year is more likely than not. Accordingly, a deferred income tax benefit for the year ended December, 31, 2005 has not been recognized in these
financial statements.



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##### Table of Contents

MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

December 31, 2005



At December 31, 2005, the Company had net operating loss carryforwards for federal and state
income tax purposes of approximately $10,485,892 and $10,440,348, respectively. The net operating loss carryforwards begin expiring in 2022 and 2012, respectively. The usage of net operating losses generated prior to 2005 of approximately $3,395,000
and $3,352,000 for federal and state tax purposes, respectively, are subject to limitations due do the occurrence of an ownership change as defined under IRC Section 382. At December 31, 2005, the Company has research credits of
approximately $32,000 for both federal and state tax purposes which begin to expire in 2025.

11. CONVERTIBLE NOTE TRANSACTIONS WITH RELATED PARTY

In October 2003 and April 2004, Dara Biosciences, Inc. (Dara) extended convertible bridge loans in the aggregate principal
amount of $1,250,000 to MNI. Dara also received warrants in return for making these loans. See Note 7(c). At the time these loans were made, Dara owned approximately 33% of the outstanding voting stock of MNI. Principal plus accrued interest on
these loans in the amount of $688,955 was converted into Medivation Common Stock in the December 2004 Financing at a conversion price of $1.55 per share. The remaining outstanding principal plus accrued interest of $622,720 was repaid in
December 2004.

12. COMMITMENTS AND CONTINGENCIES

The Company leases a single office facility in San Francisco, California under a non-cancelable operating lease that expires in March 2006. Total rent expense under this lease in the years ended December 31,
2005 and 2004, and in the period from inception (September 4, 2003) to December 31, 2005, were $59,761, $60,086 and $127,289, respectively. Future lease payments under this lease at December 31, 2005 are $18,606.

In January 2006, the Company signed a non-cancelable operating lease for a new office facility in San Francisco, California. The term of this lease
runs for a period of five years following the initial occupancy date, which is expected to occur in April 2006. Total future lease payments under this lease are $750,794, plus annual operating cost escalations, as follows:



|      |  |   |        
|----- |  | - | -------
|2006  |  | $ | 79,371 
|2007  |  |   | 148,890
|2008  |  |   | 154,562
|2009  |  |   | 160,234
|2010  |  |   | 165,906
|2011  |  |   | 41,831 
|      |  |   |        
|Total |  | $ | 750,794
|      |  |   |        



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##### Table of Contents

PART III

Item 13. Exhibits.

Exhibits

Unless otherwise indicated below, the Commission file number to the exhibit is No. 000-20837.



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2.1         |  | Agreement and Plan of Merger dated as of December 17, 2004, by and among the Orion Acquisition Corp. II, Medivation Acquisition Corp. and Medivation, Inc. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of Medivation, Inc. (formerly Orion Acquisition Corp. II) filed on December 20, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|3.1(a)      |  | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1(a) to the Quarterly Report on Form 10-QSB of Medivation, Inc. for the quarter ended June 30,
2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|3.1(b)      |  | Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1(b) to the Quarterly Report on Form 10-QSB of Medivation, Inc. for the
quarter ended June 30, 2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|3.1(c)      |  | Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1(c) to the Quarterly Report on Form 10-QSB of Medivation, Inc. for
the quarter ended June 30, 2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|3.2         |  | Bylaws of Medivation, Inc. (formerly Orion Acquisition Corp. II), together with all amendments and restatements thereto (incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (File No. 333-03252)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|4.1         |  | Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No.
333-03252)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|9.1(a)      |  | Voting Agreement by and between Orion Acquisition Corp. II and David T. Hung, M.D., dated as of December 17, 2004 (incorporated by reference to Exhibit 9.1(a) to the Registration Statement on
Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|9.1(b)      |  | Voting Agreement by and between Orion Acquisition Corp. II and C. Patrick Machado, dated as of December 17, 2004 (incorporated by reference to Exhibit 9.1(b) to the Registration Statement on
Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|9.1(c)      |  | Voting Agreement by and between Orion Acquisition Corp. II and Dara BioSciences, Inc., dated as of December 17, 2004 (incorporated by reference to Exhibit 9.1(c) to the Registration Statement
on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|9.1(d)      |  | Voting Agreement by and between Orion Acquisition Corp. II and Selena Pharmaceuticals, Inc., dated as of December 17, 2004 (incorporated by reference to Exhibit 9.1(d) to the Registration
Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|9.1(e)      |  | Voting Agreement by and between Orion Acquisition Corp. II and the following investors: Joseph F. Barletta; Steven R. Becker; John Braniff; Bushido Capital Master Fund, LP; Cimarron Overseas
Equity Master Fund LP; R. L. Clarkson; Richard D. Clarkson; Richard L. Clarkson, f/b/o Lucille S. Ball; Edgewater Ventures; Robert Charles Friese; Gamma Opportunity Capital Partners, LP; Joseph J. Grano, Jr.; Joel T. Leonard Trust, dated October 25,
1994; John A. Raiser Irrevocable Trust, dated March 2, 1998; Shon Kwong & Laura Micek; Lewin Investments LLC; D. Clay & Elissa McCollor; Greg J. Micek, guardian for Alexandria L. Micek; Greg J. Micek, guardian for Gregory J. Micek, Jr.; John
Micek, custodian for Gabriel Micek UTMA CA; John Micek, custodian for Jordan Micek UTMA CA; John Micek, custodian for Peter Micek UTMA CA; John



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            |  | III Micek; Maurice Micek; Maurice Micek, custodian for Andrew Micek UGMA NE; Maurice Micek, custodian for Benjamin Micek UGMA NE; Edward Negley; Steven OKuhn; ProMed Offshore Fund II,
Ltd.; ProMed Offshore Fund, Ltd.; ProMed Partners II, LP; ProMed Partners LP; Arthur Shartsis; Silicon Prairie Partners, LP; Special Situations Cayman Fund, L.P.; Special Situations Fund III, L.P.; Special Situations Private Equity Fund, L.P.; Jeff
& Jean Stroud, JTWROS; James Patrick Tierney; Topix, Inc.; Trust Under Will of A. Wilfred May, dated November 11, 1969; TTC Private Equity Partners LLC; Cedric Vanzura; Walker Smith Capital (QP), LP; Walker Smith Capital, LP; Walker Smith
International Fund, Ltd; Melvyn Weiss; WS Opportunity Fund (QP), LP; WS Opportunity Fund Intl. Ltd.; WS Opportunity Fund, LP; Steven L. Zelinger; Anthony DiGiandomenico; and Gregory Bailey, dated as of December 17, 2004 (incorporated by reference to
Exhibit 9.1(e) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.1(a)     |  | Lock-Up Agreement by and between Orion Acquisition Corp. II and David T. Hung, M.D., dated as of December 17, 2004 (incorporated by reference to Exhibit 10.1(a) to the Registration
Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.1(b)     |  | Lock-Up Agreement by and between Orion Acquisition Corp. II and C. Patrick Machado, dated as of December 17, 2004 (incorporated by reference to Exhibit 10.1(b) to the Registration Statement
on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.1(c)     |  | Lock-Up Agreement by and between Orion Acquisition Corp. II and Dara BioSciences, Inc., dated as of December 17, 2004 (incorporated by reference to Exhibit 10.1(c) to the Registration
Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|10.1(d)     |  | Lock-Up Agreement by and between Orion Acquisition Corp. II and Selena Pharmaceuticals, Inc., dated as of December 17, 2004 (incorporated by reference to Exhibit 10.1(d) to the Registration
Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.2(a)     |  | Purchase Agreement by and among Orion Acquisition Corp. II and the following investors: Dara BioSciences, Inc.; Joseph F. Barletta; Steven R. Becker; John Braniff; Bushido Capital Master
Fund, LP; Cimarron Overseas Equity Master Fund LP; R. L. Clarkson; Richard D. Clarkson; Richard L. Clarkson, f/b/o Lucille S. Ball; Edgewater Ventures; Robert Charles Friese; Gamma Opportunity Capital Partners, LP; Joseph J. Grano, Jr.; Joel T.
Leonard Trust, dated October 25, 1994; John A. Raiser Irrevocable Trust, dated March 2, 1998; Shon Kwong & Laura Micek; Lewin Investments LLC; D. Clay & Elissa McCollor; Greg J. Micek, guardian for Alexandria L. Micek; Greg J. Micek,
guardian for Gregory J. Micek, Jr.; John Micek, custodian for Gabriel Micek UTMA CA; John Micek, custodian for Jordan Micek UTMA CA; John Micek, custodian for Peter Micek UTMA CA; John III Micek; Maurice Micek; Maurice Micek, custodian for Andrew
Micek UGMA NE; Maurice Micek, custodian for Benjamin Micek UGMA NE; Edward Negley; Steven OKuhn; ProMed Offshore Fund II, Ltd.; ProMed Offshore Fund, Ltd.; ProMed Partners II, LP; ProMed Partners LP; Arthur Shartsis; Silicon Prairie Partners,
LP; Jeff & Jean Stroud, JTWROS; James Patrick Tierney; Topix, Inc.; Trust Under Will of A. Wilfred May, dated November 11, 1969; TTC Private Equity Partners LLC; Cedric Vanzura; Walker Smith Capital (QP), LP; Walker Smith Capital, LP; Walker
Smith International Fund, Ltd; Melvyn Weiss; WS Opportunity Fund (QP), LP; WS Opportunity Fund Intl. Ltd.; WS Opportunity Fund, LP; Steven L. Zelinger; Anthony DiGiandomenico; and Gregory Bailey, dated as of December 17, 2004 (incorporated by
reference to Exhibit 10.2(a) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.2(b)     |  | Purchase Agreement by and among Orion Acquisition Corp. II and Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P. and Special Situations Private Equity Fund, L.P., dated
as of December 17, 2004 (incorporated by reference to Exhibit 10.2(b) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|10.3(a)     |  | Registration Rights Agreement by and among Orion Acquisition Corp. II and Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P. and Special Situations Private Equity Fund,
L.P., dated as of December 17, 2004 (incorporated by reference to Exhibit 10.3(a) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.3(b)     |  | Registration Rights Agreement by and among Orion Acquisition Corp. II and the following investors: Joseph F. Barletta; Steven R. Becker; John Braniff; Bushido Capital Master Fund, LP;
Cimarron Overseas Equity Master Fund LP; R. L. Clarkson; Richard D. Clarkson; Richard L. Clarkson, f/b/o Lucille S. Ball; Edgewater Ventures; Robert Charles Friese; Gamma Opportunity Capital Partners, LP; Joseph J. Grano, Jr.; Joel T. Leonard Trust,
dated October 25, 1994; John A. Raiser Irrevocable Trust, dated March 2, 1998; Shon Kwong & Laura Micek; Lewin Investments LLC; D. Clay & Elissa McCollor; Greg J. Micek, guardian for Alexandria L. Micek; Greg J. Micek, guardian for
Gregory J. Micek, Jr.; John Micek, custodian for Gabriel Micek UTMA CA; John Micek, custodian for Jordan Micek UTMA CA; John Micek, custodian for Peter Micek UTMA CA; John III Micek; Maurice Micek; Maurice Micek, custodian for Andrew Micek UGMA NE;
Maurice Micek, custodian for Benjamin Micek UGMA NE; Edward Negley; Steven OKuhn; ProMed Offshore Fund II, Ltd.; ProMed Offshore Fund, Ltd.; ProMed Partners II, LP; ProMed Partners LP; Arthur Shartsis; Silicon Prairie Partners, LP; Jeff &
Jean Stroud, JTWROS; James Patrick Tierney; Topix, Inc.; Trust Under Will of A. Wilfred May, dated November 11, 1969; TTC Private Equity Partners LLC; Cedric Vanzura; Walker Smith Capital (QP), LP; Walker Smith Capital, LP; Walker Smith
International Fund, Ltd; Melvyn Weiss; WS Opportunity Fund (QP), LP; WS Opportunity Fund Intl. Ltd.; WS Opportunity Fund, LP; Steven L. Zelinger; Anthony DiGiandomenico; and Gregory Bailey, dated as of December 17, 2004 (incorporated by
reference to Exhibit 10.3(b) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).
|            | 
|10.3(c)     |  | Registration Rights Agreement by and among Orion Acquisition Corp. II and David T. Hung, M.D., C. Patrick Machado, Dara BioSciences, Inc., Selena Pharmaceuticals, Inc. and MDB Capital Group
LLC, dated as of December 17, 2004 (incorporated by reference to Exhibit 10.3(c) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.4(a)     |  | Warrant to purchase Common Stock of Medivation Neurology, Inc. assumed by Orion Acquisition Corp. II issued to Dara BioSciences, Inc., dated as of April 1, 2004 (incorporated by reference to
Exhibit 10.4(a) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.4(b)     |  | Amendment Agreement by and between Orion Acquisition Corp. II and Dara BioSciences, Inc., dated as of December 17, 2004 (incorporated by reference to Exhibit 10.4(b) to the Registration
Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.5(a)     |  | Warrant to purchase Common Stock of Medivation Neurology, Inc. assumed by Orion Acquisition Corp. II issued to Joseph J. Grano, Jr., dated as of June 8, 2004 (incorporated by reference to
Exhibit 10.5(a) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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|            |  |                                                                                                                                                                                                                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                     
|10.5(b)     |  | Warrant to purchase Common Stock of Medivation Neurology, Inc. assumed by Orion Acquisition Corp. II issued to Joseph J. Grano, Jr., dated as of August 1, 2004 (incorporated by reference to
Exhibit 10.5(b) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).   
|            | 
|10.5(c)     |  | Warrant to purchase Common Stock of Medivation Neurology, Inc. assumed by Orion Acquisition Corp. II issued to Joseph J. Grano, Jr., dated as of September 1, 2004 (incorporated by reference
to Exhibit 10.5(c) to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).
|            | 
|10.5(d)     |  | Amendment Agreement by and between Orion Acquisition Corp. II and Joseph J. Grano, Jr., dated as of December 17, 2004 (incorporated by reference to Exhibit 10.5(d) to the Registration
Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                             
|            | 
|10.6        |  | Warrant to purchase Common Stock of Medivation Neurology, Inc. assumed by Orion Acquisition Corp. II issued to David T. Hung, M.D., dated as of November 16, 2004 (incorporated by
reference to Exhibit 10.6 to the Registration Statement on Form SB-2 of Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).    
|            | 
|10.7(a)*    |  | 2004 Equity Incentive Plan of Medivation Neurology, Inc., assumed by Orion Acquisition Corp. II (incorporated by reference to Exhibit 10.7(a) to the Registration Statement on Form SB-2 of
Medivation, Inc. (formerly Orion Acquisition Corp. II) (No. 333-122431)).                                                                   
|            | 
|10.7(b)     |  | Form of Stock Option Agreement of Medivation Neurology, Inc., assumed by Orion Acquisition Corp. II (incorporated by reference to Exhibit 10.7(b) to the Annual Report on Form 10-KSB of
Medivation, Inc. (formerly Orion Acquisition Corp. II) for the year ended December 31, 2004).                                                  
|            | 
|10.7(c)     |  | Form of Stock Option Agreement of Medivation, Inc., assumed by Orion Acquisition Corp. II (incorporated by reference to Exhibit 10.7(c) to the Annual Report on Form 10-KSB of Medivation, Inc.
(formerly Orion Acquisition Corp. II) for the year ended December 31, 2004).                                                            
|            | 
|14          |  | Code of Ethics of Orion Acquisition Corp. II (incorporated by reference to Exhibit 14 to the Annual Report on Form 10-KSB of Medivation, Inc. (formerly Orion Acquisition Corp. II) for the
year ended December 31, 2004).                                                                                                              
|            | 
|21          |  | Subsidiaries of Medivation, Inc.**                                                                                                                                                                                                                                                                                                      
|            | 
|23.1        |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                
|            | 
|31.1        |  | Certification pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                                                                                                                                                      
|            | 
|31.2        |  | Certification pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                                                                                                                                                      
|            | 
|32.1        |  | Certification pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                
|            | 
|32.2        |  | Certification pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                

---

|* | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-KSB.
|- | --------------------------------------------------------------------------------------------------------------------------------

|** | Previously filed with the Registrants Annual Report on Form 10-KSB on March 31, 2006.
|-- | --------------------------------------------------------------------------------------



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on April 6, 2006.



|                 |  |                                                  
|---------------- |  | -------------------------------------------------
|MEDIVATION, INC.
|                 | 
|By:              |  | /s/    C. PATRICK
MACHADO                        
|Name:            |  | C. Patrick Machado                               
|Title:           |  | Senior Vice President and Chief Financial Officer



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