---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)



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

For the quarterly period ended September 30, 2006



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

For the transition period from  to

Commission file number: 001-32836

MEDIVATION, INC.

(Exact name of small business issuer as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 13-3863260                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

55 Hawthorne Street, Suite 610

San Francisco, California 94105

(Address of principal executive offices)

(415) 543-3470

(Issuers telephone number)

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 ̈

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 the number of shares outstanding of each
of the issuers classes of common equity, as of the latest practicable date:

As of November 10, 2006, 25,329,447 shares of Common Stock, $0.01 par
value per share, were issued and outstanding.

Transitional Small Business Disclosure Format (Check one):
Yes ̈No  x



---



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PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)



|                                                                       |  |               |             |  
|---------------------------------------------------------------------- |  | ------------- | ----------- | -
|                                                                       |  | Sep. 30, 2006 |            
|ASSETS                                                                 |  |               |             |  
|Current assets:                                                        |  |               |             |  
|Cash and cash equivalents                                              |  | $             | 2,724,256   |  
|Short-term investments                                                 |  |               | 15,098,201  |  
|Prepaid expenses and other current assets                              |  |               | 142,373     |  
|                                                                       |  |               |             |  
|Total current assets                                                   |  |               | 17,964,830  |  
|Property and equipment (net of accumulated depreciation of $1,534)     |  |               | 7,229       |  
|Intellectual property (net of accumulated amortization of $18,821)     |  |               | 63,841      |  
|Other assets                                                           |  |               | 36,901      |  
|                                                                       |  |               |             |  
|Total assets                                                           |  | $             | 18,072,801  |  
|                                                                       |  |               |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                   |  |               |             |  
|Current liabilities:                                                   |  |               |             |  
|Accounts payable                                                       |  | $             | 1,301,773   |  
|Other payables                                                         |  |               | 15,800      |  
|Series A redeemable preferred stock                                    |  |               | 11,000      |  
|                                                                       |  |               |             |  
|Total current liabilities                                              |  |               | 1,328,573   |  
|Stockholders' equity:                                                  |  |               |             |  
|Preferred stock, $0.01 par value per share;                            |  |               |             |  
|1,000,000 shares authorized; no shares issued and outstanding          |  |               |            |  
|Common stock, $0.01 par value per share;                               |  |               |             |  
|50,000,000 shares authorized; 25,295,048 shares issued and outstanding |  |               | 252,950     |  
|Additional paid-in capital                                             |  |               | 41,617,811  |  
|Deferred compensation                                                  |  |               | (2,553,888  | )
|Deficit accumulated during the development stage                       |  |               | (22,572,645 | )
|                                                                       |  |               |             |  
|Total stockholders' equity                                             |  |               | 16,744,228  |  
|                                                                       |  |               |             |  
|Total liabilities and stockholders' equity                             |  | $             | 18,072,801  |  
|                                                                       |  |               |             |  

See accompanying notes to condensed consolidated financial statements.



2



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)



|                                            |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|------------------------------------------- |  | --------------------------- | ---------- | - | -------------------------- | - | ---------- | ------------------------------------------- |  | - | ---------- | - |  | - | ---------- | - |  | - | ----------- | -
|                                            |  | Three months ended Sep. 30, |            |   | Nine months ended Sep. 30, |   |            | Inception(Sep. 4, 2003) to to Sep. 30, 2006 | 
|                                            |  |                             |           
|                                            |  | 2006                        |            |   | 2005                       |   |            | 2006                                        |  |   | 2005       |   | 
|Operating expenses:                         |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|General and administrative:                 |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Payroll*                                    |  | $                           | 191,233    |   |                            | $ | 159,846    |                                             |  | $ | 521,290    |   |  | $ | 380,263    |   |  | $ | 1,467,763   |  
|Professional fees*                          |  |                             | 496,261    |   |                            |   | 437,005    |                                             |  |   | 1,182,434  |   |  |   | 1,457,036  |   |  |   | 3,083,751   |  
|Other general and administrative            |  |                             | 152,917    |   |                            |   | 154,208    |                                             |  |   | 651,084    |   |  |   | 600,600    |   |  |   | 1,711,392   |  
|                                            |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Total general and administrative            |  |                             | 840,411    |   |                            |   | 751,059    |                                             |  |   | 2,354,808  |   |  |   | 2,437,899  |   |  |   | 6,262,906   |  
|Research and development:                   |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Payroll*                                    |  |                             | 300,438    |   |                            |   | 218,030    |                                             |  |   | 749,130    |   |  |   | 492,611    |   |  |   | 1,794,094   |  
|Professional fees*                          |  |                             | 540,608    |   |                            |   | 355,050    |                                             |  |   | 1,512,550  |   |  |   | 1,187,137  |   |  |   | 3,653,408   |  
|Preclinical and clinical studies            |  |                             | 1,970,093  |   |                            |   | 1,088,393  |                                             |  |   | 5,151,013  |   |  |   | 1,975,850  |   |  |   | 9,316,285   |  
|Other research and development              |  |                             | 50,789     |   |                            |   | 138,681    |                                             |  |   | 212,729    |   |  |   | 169,972    |   |  |   | 545,849     |  
|                                            |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Total research and development              |  |                             | 2,861,928  |   |                            |   | 1,800,154  |                                             |  |   | 7,625,422  |   |  |   | 3,825,570  |   |  |   | 15,309,636  |  
|Loss from operations                        |  |                             | (3,702,339 | ) |                            |   | (2,551,213 | )                                           |  |   | (9,980,230 | ) |  |   | (6,263,469 | ) |  |   | (21,572,542 | )
|Other expenses (income):                    |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Interest expense (income)                   |  |                             | (225,340   | ) |                            |   | (53,570    | )                                           |  |   | (503,150   | ) |  |   | (157,690   | ) |  |   | (634,232    | )
|Warrants issued to related party guarantors |  |                             |           |   |                            |   |           |                                             |  |   |           |   |  |   |           |   |  |   | 17,505      |  
|Liquidated damages expense:                 |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|To related parties                          |  |                             |           |   |                            |   | 987,395    |                                             |  |   |           |   |  |   | 1,084,141  |   |  |   | 1,102,530   |  
|To other parties                            |  |                             |           |   |                            |   | 320,175    |                                             |  |   |           |   |  |   | 499,429    |   |  |   | 507,900     |  
|                                            |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Total other expenses (income)               |  |                             | (225,340   | ) |                            |   | 1,254,000  |                                             |  |   | (503,150   | ) |  |   | 1,425,880  |   |  |   | 993,703     |  
|Loss before provision for income taxes      |  |                             | (3,476,999 | ) |                            |   | (3,805,213 | )                                           |  |   | (9,477,080 | ) |  |   | (7,689,349 | ) |  |   | (22,566,245 | )
|Provision for income taxes                  |  |                             |           |   |                            |   |           |                                             |  |   | 2,400      |   |  |   |           |   |  |   | 6,400       |  
|                                            |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Net loss                                    |  | $                           | (3,476,999 | ) |                            | $ | (3,805,213 | )                                           |  | $ | (9,479,480 | ) |  | $ | (7,689,349 | ) |  | $ | (22,572,645 | )
|                                            |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Basic and diluted loss per share:           |  | $                           | (0.14      | ) |                            | $ | (0.23      | )                                           |  | $ | (0.40      | ) |  | $ | (0.60      | ) |  | $ | (2.17       | )
|                                            |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  
|Weighted average common shares outstanding  |  |                             | 25,295,048 |   |                            |   | 16,346,986 |                                             |  |   | 23,710,015 |   |  |   | 12,869,775 |   |  |   | 10,416,979  |  
|                                            |  |                             |            |   |                            |   |            |                                             |  |   |            |   |  |   |            |   |  |   |             |  



|* | Includes stock-based compensation. See Note 7(e).
|- | -------------------------------------------------

See accompanying notes
to condensed consolidated financial statements.



3



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MEDIVATION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)



|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | --------------------------------------- | - | ----------- | - |  | - | ----------- | -
|                                                                                |  | Nine months ended Sep. 30, |             |   | Inception(Sep. 4, 2003) toSep. 30, 2006 |  
|                                                                                |  |                           
|                                                                                |  | 2006                       |             |   | 2005                                    |   |            
|Cash flows from operating activities:                                           |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Net loss                                                                        |  | $                          | (9,479,480  | ) |                                         | $ | (7,689,349  | ) |  | $ | (22,572,645 | )
|Adjustments to reconcile net loss to net cash used by operating activities:     |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Impairment of intellectual property                                             |  |                            | 68,238      |   |                                         |   |            |   |  |   | 143,238     |  
|Depreciation and amortization                                                   |  |                            | 5,589       |   |                                         |   | 6,206       |   |  |   | 20,355      |  
|Stock-based compensation                                                        |  |                            | 1,278,632   |   |                                         |   | 903,224     |   |  |   | 2,501,134   |  
|Liquidated damages accrued:                                                     |  |                            |             |   |                                         |   |             |   |  |   |             |  
|To related parties                                                              |  |                            |            |   |                                         |   | 1,084,141   |   |  |   | 1,102,530   |  
|To other parties                                                                |  |                            |            |   |                                         |   | 499,429     |   |  |   | 507,900     |  
|Liquidated damages paid:                                                        |  |                            |             |   |                                         |   |             |   |  |   |             |  
|To related parties                                                              |  |                            | (16,120     | ) |                                         |   |            |   |  |   | (1,102,530  | )
|To other parties                                                                |  |                            | (256,379    | ) |                                         |   |            |   |  |   | (507,900    | )
|Warrants issued to related party guarantors                                     |  |                            |            |   |                                         |   |            |   |  |   | 17,505      |  
|Changes in operating assets and liabilities:                                    |  |                            |             |   |                                         |   |             |   |  |   |            |  
|Prepaid expenses and other current assets                                       |  |                            | 151,122     |   |                                         |   | 233,036     |   |  |   | (137,523    | )
|Other assets                                                                    |  |                            | (36,901     | ) |                                         |   |            |   |  |   | (36,901     | )
|Accounts payable                                                                |  |                            | 126,476     |   |                                         |   | 591,852     |   |  |   | 1,303,414   |  
|Other current liabilities                                                       |  |                            | 8,175       |   |                                         |   | 38,763      |   |  |   | 17,726      |  
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Net cash provided by (used in) operating activities                             |  |                            | (8,150,648  | ) |                                         |   | (4,332,698  | ) |  |   | (18,743,697 | )
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Cash flows from investing activities:                                           |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Medivation cash balances at closing of December 2004 merger                     |  |                            |            |   |                                         |   |            |   |  |   | 1,928,839   |  
|Purchase of investment securities                                               |  |                            | (20,858,989 | ) |                                         |   | (11,874,451 | ) |  |   | (40,983,793 | )
|Maturities of investment securities                                             |  |                            | 14,297,683  |   |                                         |   | 10,000,000  |   |  |   | 26,297,683  |  
|Accrued interest on investment securities                                       |  |                            | (385,180    | ) |                                         |   | (117,749    | ) |  |   | (519,300    | )
|Interest received on investment securities                                      |  |                            | 107,209     |   |                                         |   |            |   |  |   | 107,209     |  
|Purchase of property and equipment                                              |  |                            |            |   |                                         |   |            |   |  |   | (8,763      | )
|Purchase of intellectual property                                               |  |                            |            |   |                                         |   |            |   |  |   | (225,000    | )
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Net cash provided by (used in) investing activities                             |  |                            | (6,839,277  | ) |                                         |   | (1,992,200  | ) |  |   | (13,403,125 | )
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Cash flows from financing activities:                                           |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Issuance of Series B preferred stock                                            |  |                            |            |   |                                         |   |            |   |  |   | 1,800       |  
|Issuance of convertible notes:                                                  |  |                            |             |   |                                         |   |             |   |  |   |             |  
|To related party                                                                |  |                            |            |   |                                         |   |            |   |  |   | 1,250,000   |  
|To other party                                                                  |  |                            |            |   |                                         |   |            |   |  |   | 600,000     |  
|Principal repayment on notes held by related party                              |  |                            |            |   |                                         |   |            |   |  |   | (595,861    | )
|Issuance of common stock for cash                                               |  |                            | 14,250,000  |   |                                         |   |            |   |  |   | 35,403,195  |  
|Offering costs payable in cash                                                  |  |                            | (1,119,753  | ) |                                         |   |            |   |  |   | (1,808,979  | )
|Class B warrant exercises                                                       |  |                            |            |   |                                         |   | 22,126      |   |  |   | 20,563      |  
|Stock option exercises                                                          |  |                            |            |   |                                         |   |            |   |  |   | 360         |  
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Net cash provided by (used in) financing activities                             |  |                            | 13,130,247  |   |                                         |   | 22,126      |   |  |   | 34,871,078  |  
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Net increase (decrease) in cash                                                 |  |                            | (1,859,678  | ) |                                         |   | (6,302,772  | ) |  |   | 2,724,256   |  
|Cash at beginning of period                                                     |  |                            | 4,583,934   |   |                                         |   | 10,671,707  |   |  |   |            |  
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Cash at end of period                                                           |  | $                          | 2,724,256   |   |                                         | $ | 4,368,935   |   |  | $ | 2,724,256   |  
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|Cash paid for interest to related party                                         |  | $                          |            |   |                                         | $ |            |   |  | $ | 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     |  
|To other party                                                                  |  |                            |            |   |                                         |   |            |   |  |   | 610,776     |  
|Shares issued to purchase intellectual property                                 |  |                            |            |   |                                         |   |            |   |  |   | 900         |  
|Shares issued for placement agent services in the December 2004 financing       |  |                            |            |   |                                         |   |            |   |  |   | 969,834     |  
|Warrants issued for placement agent services in the December 2004 financing     |  |                            |            |   |                                         |   |            |   |  |   | 633,149     |  
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  
|                                                                                |  | $                          |            |   |                                         | $ |            |   |  | $ | 2,903,614   |  
|                                                                                |  |                            |             |   |                                         |   |             |   |  |   |             |  

See accompanying notes to condensed consolidated financial statements.



4



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)



|1. | DESCRIPTION OF BUSINESS
|-- | -----------------------

Medivation, Inc.
(Medivation or the Company), together with its operating subsidiaries, is a life sciences company based in San Francisco, California. Medivation acquires promising pharmaceutical and medical device technologies in the late preclinical development
phase, and develops those technologies quickly and cost-effectively through human first proof-of-efficacy studies (generally the end of Phase 2 clinical trials). Depending on the indication, Medivation will either conduct late stage clinical studies
and commercialization internally, or seek to partner or sell successful programs to larger pharmaceutical, biotechnology or medical device companies. The Company intends to build and maintain a portfolio of four to six development programs at all
times.



|2. | BASIS OF PRESENTATION
|-- | ---------------------

The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly
they do not include all of the information and footnotes necessary for a fair presentation of financial condition, results of operations and cash flows in conformity with generally accepted accounting principles. In the opinion of management of
Medivation, the interim condensed consolidated financial statements included herewith contain all adjustments (consisting of normal recurring accruals and adjustments) necessary for their fair presentation. The unaudited interim condensed
consolidated financial statements should be read in conjunction with the Companys Annual Report on Form 10-KSB, as amended, which contains the audited financial statements and notes thereto, together with the Managements Discussion and
Analysis, for the year ended December 31, 2005. The interim results for the period ended September 30, 2006 are not necessarily indicative of results for the full fiscal year.



|3. | THE MERGER
|-- | ----------

On December 17, 2004, the Company
acquired its operating subsidiary Medivation Neurology, Inc. (MNI) by merger (the Merger). Because the Merger was accounted for as a reverse merger under generally accepted accounting principles, the consolidated financial statements of the Company
for periods prior to December 17, 2004 reflect only the operations of MNI.



|4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

(a) Basis of
Consolidation

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

(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 $22,572,645 (unaudited) at September 30, 2006. 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 and increasing losses as it expands
its technology portfolio and engages in further research and development activities, particularly the conduct of preclinical and 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 and forfeiture rates 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 with a remaining maturity of three months or less at the time of acquisition to be cash
equivalents.



5



---

(e) Short-Term Investments

The Company considers all highly liquid investments with a remaining maturity of more than three months but no longer than twelve months at the time of acquisition to be short-term investments.

(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

(g) Intellectual Property

The costs of acquiring intellectual property rights to be used in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in
situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where it has 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 No. 123R

Effective January 1, 2005, the Company adopted SFAS No. 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.

(k) 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 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 September 30,
2006 have been excluded from the computation of diluted net loss per share for the three- and nine-month periods ended September 30, 2006 and 2005, and for the period from inception (September 4, 2003) to September 30, 2006, because they
are antidilutive:



|         |  |          
|-------- |  | ---------
|Warrants |  | 500,104  
|Options  |  | 1,944,149
|         |  |          
|TOTAL    |  | 2,444,253
|         |  |          



6



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(l) 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 period in which the differences are expected to affect taxable income. Because of its current net loss position,
the Company has provided a valuation allowance in full on its net deferred tax assets in accordance with SFAS No. 109 and in light of the uncertainty regarding ultimate realization of the net deferred tax assets. Provisions for income taxes
consist solely of the California minimum state corporate income tax, and totaled $0 and $2,400, respectively, for the three- and nine-month periods ended September 30, 2006, $0 and $0, respectively, for the three- and nine-month periods ended
September 30, 2005, and $6,400 for the period from inception (September 4, 2003) to September 30, 2006.



|5. | INVESTMENT SECURITIES HELD TO MATURITY
|-- | --------------------------------------

The Company
accounts for its investment securities in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. At September 30, 2006, investment securities consisted of Federal Home Loan Bank and
Federal National Mortgage Association discount notes maturing between November 2006 and March 2007. The Company has accounted for its investment securities as held-to-maturity since it has the positive intent and ability to hold them to
maturity. At September 30, 2006, the estimated fair value of these securities was $15,096,220 (unaudited), resulting in a gross unrealized holding gain of $1,981 (unaudited).



|6. | INTELLECTUAL PROPERTY
|-- | ---------------------

At September 30, 2006,
intellectual property consisted of patents and patent applications acquired from third parties. This intellectual property is being amortized over periods ranging from 156 months to 248 months. Amortization expense on the Companys intellectual
property was $1,103 (unaudited) and $2,069 (unaudited), respectively, for the three months ended September 30, 2006 and 2005, $4,274 (unaudited) and $6,206 (unaudited), respectively, for the nine months ended September 30, 2006 and 2005,
and $18,821 (unaudited) for the period from inception (September 4, 2003) to September 30, 2006.



|7. | STOCKHOLDERS EQUITY
|-- | --------------------

(a) Common Stock

On May 17, 2006, the Company issued 3,000,000 (unaudited) shares of its Common Stock in a registered direct offering (the 2006 Offering), raising
gross proceeds of $14,250,000 (unaudited). Placement agent, legal, accounting, printing and other costs related to the 2006 Offering, in the aggregate amount of $1,119,753 (unaudited), were charged to additional paid-in capital in the quarter ended
June 30, 2006.

On December 15, 2005, the Company issued 5,635,000 shares of its Common Stock in an underwritten public offering
(the 2005 Offering), raising proceeds (net of underwriting discount) 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.

On December 17, 2004, the Company issued 7,741,935 shares of its Common Stock in a private
placement to accredited investors (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. The Series A Redeemable Preferred Stock is non-voting, non-convertible and non-dividend bearing. The Series A Redeemable Preferred Stock is redeemable at any time, at the option of the holders thereof, for an aggregate redemption price of
$11,000. Because of this redemption feature, the Series A Redeemable Preferred Stock is reflected as a current liability. No other preferred stock of the Company is outstanding.



7



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(c) Warrants Issued to Related Parties

On November 16, 2004, MNI issued warrants to purchase its equity securities to two of its officers in return for their agreement to guarantee certain
corporate obligations. These warrants were assumed by Medivation in the Merger. 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.

(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. 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).

(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.

The stock-based compensation expense recorded by the Company in the three months ended September 30, 2006 and 2005, the nine months ended
September 30, 2006 and 2005, and the period from inception (September 4, 2003) to September 30, 2006 with respect to awards under the Medivation Equity Incentive Plan is as follows (unaudited):



|                           |  |                                |         |                                |   |                               |  |                               |           |                                         |   |         |  |   |          
|-------------------------- |  | ------------------------------ | ------- | ------------------------------ | - | ----------------------------- |  | ----------------------------- | --------- | --------------------------------------- | - | ------- |  | - | ---------
|Income statement line item |  | Three monthsended Sep.30, 2006 |         | Three monthsended Sep.30, 2005 |   | Nine monthsended Sep.30, 2006 |  | Nine monthsended Sep.30, 2005 |           | Inception(Sep. 4, 2003) toSep. 30, 2006
|Payroll: G&A               |  | $                              | 64,517  |                                | $ | 44,420                        |  | $                             | 139,249   |                                         | $ | 59,073  |  | $ | 250,033  
|Professional fees: G&A     |  |                                | 294,404 |                                |   | 84,068                        |  |                               | 602,233   |                                         |   | 391,462 |  |   | 1,162,915
|Payroll: R&D               |  |                                | 104,256 |                                |   | 74,032                        |  |                               | 261,894   |                                         |   | 156,930 |  |   | 498,676  
|Professional fees: R&D     |  |                                | 111,448 |                                |   | 42,608                        |  |                               | 275,256   |                                         |   | 295,759 |  |   | 589,510  
|Total                      |  | $                              | 574,625 |                                | $ | 245,128                       |  | $                             | 1,278,632 |                                         | $ | 903,224 |  | $ | 2,501,134

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 September 30, 2006, deferred compensation not yet recognized as expense totaled $2,553,888 (unaudited). 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. Estimated volatility is based on the historical stock price volatility of Medivation and comparable companies. Estimated dividend yield is 0%. Estimated option term is six years for
options granted to employees and directors, and four years for options granted to consultants. The risk-free rate is estimated to equal U.S. Treasury security rates for the applicable terms.



8



---

At September 30, 2006, the total outstanding, and the total exercisable, options under the
Medivation Equity Incentive Plan were as follows (unaudited):



|                          |  |                                  |  |                               |      |                                          |           |                         |   |           
|------------------------- |  | -------------------------------- |  | ----------------------------- | ---- | ---------------------------------------- | --------- | ----------------------- | - | ----------
|                          |  | NumberOutstandingatSep. 30, 2006 |  | Weighted-AverageExercisePrice |      | Weighted-AverageRemainingContractualTerm |           | AggregateIntrinsicValue
|Total outstanding options |  | 1,944,149                        |  | $                             | 3.18 |                                          | 8.8 years |                         | $ | 11,355,848
|Total exercisable options |  | 658,628                          |  | $                             | 2.37 |                                          | 8.3 years |                         | $ | 4,379,648 



|8. | THIRD PARTY EQUITY INTERESTS IN OPERATING SUBSIDIARIES
|-- | ------------------------------------------------------

(a)
Medivation Neurology, Inc.

At September 30, 2006, Medivation owned all of the issued and outstanding stock of its operating
subsidiary Medivation Neurology, Inc. (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 September 30, 2006, Medivation owned all 4,850,097 (unaudited) shares of
the issued and outstanding stock of its operating subsidiary Medivation Prostate Therapeutics, Inc. (MPT), and is entitled to receive one additional share for each dollar that Medivation subsequently 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 September 30, 2006, 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 (unaudited) 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.



|9. | LIQUIDATED DAMAGES TO RELATED AND OTHER PARTIES
|-- | -----------------------------------------------

In
the year ended December 31, 2005, the Company recorded aggregate liquidated damages of $1,610,430 to investors in the 2004 Offering as a result of the inability to register by an agreed-upon date certain shares sold in that offering. Of this
amount, $1,102,530 (unaudited) pertains to related party investors, and $507,900 (unaudited) pertains to other investors. The formulas used to calculate the amounts payable to related party investors and to other investors were identical. Medivation
paid $1,337,931 (unaudited) of this amount in the year ended December 31, 2005, and the remaining $272,499 (unaudited) in the three months ended March 31, 2006.



|10. | CONVERTIBLE NOTE TRANSACTIONS WITH RELATED PARTY
|--- | ------------------------------------------------

In October 2003 and April 2004, our subsidiary MNI received bridge loans from a related party in the aggregate principal amount of $1,250,000. Principal plus accrued interest on these loans in the amount of $688,955 was converted
into Medivation Common Stock in the 2004 Offering. The remaining outstanding principal plus accrued interest of $622,720 was repaid in December 2004.



|11. | COMMITMENTS AND CONTINGENCIES
|--- | -----------------------------

The Company leases a
single office facility in San Francisco, California under a non-cancelable operating lease that expires in April 2011. Total future lease payments under this lease at September 30, 2006 were $707,582 (unaudited), plus annual operating cost
escalations.



9



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|Item 2. | Managements Discussion and Analysis or Plan of Operation.
|------- | ----------------------------------------------------------

The following discussion should be read in conjunction with the attached unaudited condensed consolidated financial statements and notes thereto, and with our audited consolidated financial statements and notes
thereto for the fiscal year ended December 31, 2005, found in our Annual Report on Form 10-KSB, as amended.

The following
Managements Discussion and Analysis or Plan of Operation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We
intend that these forward-looking statements be subject to the safe harbors created by those provisions. Forward-looking statements are generally written in the future tense and/or are preceded by words such as may, should,
forecast, could, expect, suggest, believe, anticipate, intend, plan, or other similar words. The forward-looking statements contained in this Quarterly
Report involve a number of risks and uncertainties, many of which are outside of our control. Factors that could cause actual results to differ materially from projected results include, but are not limited to, the Risk Factors included in our
Annual Report on Form 10-KSB, as amended, for the fiscal year ended December 31, 2005. Readers are expressly advised to review and consider those Risk Factors, which include risks associated with (1) our ability to successfully conduct
clinical and preclinical trials for our product candidates, (2) our ability to obtain required regulatory approvals to develop and market our product candidates, (3) our ability to raise additional capital on favorable terms, (4) our
ability to execute our development plan on time and on budget, and (5) our ability to identify and obtain additional product candidates. Although we believe that the assumptions underlying the forward-looking statements contained in this
Quarterly Report are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will be accurate. In light of the significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Furthermore, past performance in
operations and share price is not necessarily indicative of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The Company

We are a
biopharmaceutical company that acquires promising technologies in the late preclinical development phase, and develops them quickly and cost-effectively through human first proof-of-efficacy studies. Depending on the indication, we will either seek
to sell or partner successful programs with larger companies for late-stage clinical studies and commercialization, or alternatively conduct those activities independently. We intend to build and maintain a portfolio of four to six development
programs at all times.

Our Current Portfolio

Our current portfolio consists of small molecule drugs in development to treat three large, unmet medical needs  Alzheimers disease, Huntingtons disease and hormone-refractory prostate cancer.

Alzheimers Disease Program. Our proprietary small molecule Dimebon has been shown to prevent the death of brain cells
(neurons) in preclinical models of Alzheimers disease and Huntingtons disease, making it a novel potential treatment for many neurodegenerative diseases. In September 2006, we announced that Dimebon met all five efficacy endpoints
in a six-month randomized, double-blinded, placebo-controlled Phase 2 trial of 183 patients with mild to moderate Alzheimers disease conducted at 11 sites in Russia. Patients in the trial were tested for a full spectrum of problems
typically caused by Alzheimers disease, including memory loss, behavioral disturbances, and inability to perform everyday activities such as bathing and dressing. After six months of treatment, Dimebon-treated patients improved significantly
over their starting baseline scores on all of these tests. Dimebon-treated patients also scored significantly better on all of these tests than did placebo-treated patients. Dimebon, which has a 20-year record of human use, also was very well
tolerated in this study. Medivation and its advisors designed this study to match closely the design of pivotal registration studies previously accepted by the U.S. Food and Drug Administration, or FDA, to approve drugs to treat mild to moderate
Alzheimers disease, including duration of treatment, clinical endpoints and patient inclusion/exclusion criteria. Based on these results, we intend aggressively to pursue further development of Dimebon as a potential treatment for
Alzheimers disease.

Huntingtons Disease Program. In October 2006, we began a U.S. Phase 1-2a clinical
study of Dimebon in Huntingtons disease patients, which we are conducting in collaboration with the Huntington Study Group. Our study design has two parts. Part A is an open-label dose escalation phase in which patients will be treated
with increasing doses of Dimebon to determine safety, tolerability, pharmacokinetics, and the recommended doses for Part B of the study. Part B is a randomized, double-blinded, placebo-controlled phase in which approximately 75 patients will be
treated for a period of 90 days to further evaluate the safety and preliminary efficacy of Dimebon as a treatment for Huntingtons disease. We are currently conducting a 90-day rat toxicology study required to obtain FDA clearance to start
Part B of the clinical trial, and we expect that rat toxicology study will be completed in the fourth quarter of 2006.



10



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Hormone-Refractory Prostate Cancer Program. Our MDV300 Series compounds are in development
for the treatment of hormone-refractory prostate cancer. In the first half of 2007, we expect to begin a Phase 1-2a clinical study of our lead compound, MDV3100, in hormone-refractory prostate cancer patients. Our proposed study design is an
open-label dose-escalation trial with each patient continuing on MDV3100 for at least three months in the absence of a significant safety issue or disease progression. In addition, 20 subjects will be enrolled and treated with the maximum-tolerated
dose for at least 90 days to further evaluate the safety, tolerability and preliminary efficacy of MDV3100 as a treatment for hormone-refractory prostate cancer. Patients serum levels of prostate-specific antigen, a frequently-used surrogate
marker of prostate cancer progression, will be measured regularly in the study. Patients will be given the option in certain circumstances to continue treatment for longer periods of time.

Our Current Clinical Development Plan

Our current
clinical development plan for our Alzheimers disease, Huntingtons disease and hormone-refractory prostate cancer programs, and the presently estimated timeline for each development milestone, are as follows:



|                                    |  |                                                         |  |                |  |                
|----------------------------------- |  | ------------------------------------------------------- |  | -------------- |  | ---------------
|Program                             |  | Development Milestone                                   |  | EstimatedStart |  | EstimatedFinish
|Alzheimers disease:                |  | Phase 2 twelve-month efficacy trial (Russia)            |  | In progress    |  | Q2 2007        
|                                    |  |                                                         | 
|                                    |  | Phase 1 clinical trial (U.S.)                           |  | 1H 2007        |  | 2H 2007        
|                                    |  |                                                         | 
|                                    |  | Phase 2 dose finding clinical trial (U.S.)              |  | 2H 2007        |  | 2008           
|                                    |  |                                                         | 
|                                    |  | Phase 3 clinical trials (Global)                        |  | 2008           |  | 2010           
|                                    |  |                                                         | 
|                                    |  | Apply for U.S. and European marketing approval          |  | 2010           |  | n/a            
|                                    |  |                                                         | 
|Huntingtons disease:               |  | Phase 1-2a* clinical trial, Part A (U.S.)               |  | In progress    |  | 1H 2007        
|                                    |  |                                                         | 
|                                    |  | Phase 1-2a* clinical trial, Part B (U.S.)               |  | 1H 2007        |  | 2H 2007        
|                                    |  |                                                         | 
|                                    |  | Phase 3 clinical trials (Global)                        |  | 2008           |  | 2009           
|                                    |  |                                                         | 
|                                    |  | Apply for U.S. and European marketing approval          |  | 2009           |  | n/a            
|                                    |  |                                                         | 
|Hormone-refractory prostate cancer: |  | Phase 1-2a* clinical trial (U.S.)                       |  | 1H 2007        |  | 2008           
|                                    |  |                                                         | 
|                                    |  | Report efficacy data from a subset of patients          |  | 2H 2007        |  | n/a            
|                                    |  |                                                         | 
|                                    |  | Determine whether to proceed to Phase 3 clinical trials |  | 2008           |  | n/a            



|* | As used in this report, a Phase 1-2a clinical study is one conducted in patients with the applicable disease and that includes at least one efficacy endpoint.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

Because of Dimebons prior history of human use in Russia, the Russian Ministry of Health allowed us to proceed
directly to a large efficacy study with the same duration of treatment and clinical endpoints used by the U.S. Food and Drug Administration (FDA) to approve drugs for mild to moderate Alzheimers disease. Taking this approach allowed us to
generate risk-reducing data on the safety and efficacy of Dimebon in Alzheimers disease patients sooner than would have been possible under a more conventional drug development pathway, in which a sponsor typically would be required to
complete Phase 1 and dose finding studies before beginning large efficacy studies. With respect to subsequent Alzheimers disease clinical trials, however, our current clinical development plan assumes that we will follow the more conventional
drug development pathway and complete Phase 1 and dose finding studies before starting Phase 3 clinical trials. In Huntingtons disease and hormone-refractory prostate cancer, by contrast, we expect to proceed directly to Phase 3 clinical
trials in those indications if our Phase 1-2a clinical trials are positive.

Based on presently available information, our management
believes that achievement of the above development milestones relating to our existing product candidates by the estimated dates set forth above is a reasonably achievable goal. However, both our proposed development milestones and their estimated
start and finish dates are forward-looking statements, and as such are subject to significant risk and uncertainty. We caution you that the development of biomedical product candidates like ours is subject to high levels of risk, including risks
presented by subsequent developments that are unforeseen or unforeseeable, as well as risks that are entirely outside of our control, including the risk of unfavorable results in any of our ongoing or planned preclinical and clinical studies. We
also caution you that we have not yet received clearance from the FDA or any comparable foreign regulatory agencies to begin any of the clinical trials listed above, except for our ongoing Russian Phase 2 twelve-month efficacy trial in
Alzheimers disease and Part A of our ongoing U.S. Phase 1-2a clinical trial in Huntingtons disease. We thus face the risk that the FDA and/or comparable foreign regulatory agencies will



11



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deny, or impose burdensome conditions on, our requests to begin any of our proposed clinical studies, or require us to conduct additional studies not listed
above. We thus cannot guarantee that we will be able to complete any of our projected milestone events, or that any of them that we do achieve will be on time or on budget.

Liquidity and Capital Resources

We have incurred aggregate net losses of $22,469,582 (unaudited)
through September 30, 2006, and we expect to incur substantial and increasing additional losses in the future as we expand our portfolio and continue our research and development activities, particularly the conduct of clinical studies. In
particular, based on the positive Phase 2 results we reported in September 2006, we intend to accelerate and significantly expand our development work for Dimebon to treat Alzheimers disease. Thus, beginning in the fourth quarter of
2006, we expect our research and development expenses to increase considerably over historical levels. We have not generated any revenue from operations to date, and do not expect to generate operating revenue for several years, if ever. All of our
operations to date have been funded through the sale of our debt and equity securities, and we expect this to continue to be the case for the foreseeable future.

As of September 30, 2006, we had cash, cash equivalents and short-term investments of $17,822,457 (unaudited), accounts payable and other current liabilities of $1,328,573 (unaudited), and no long-term debt. We
expect that our current cash, cash equivalents and short-term investments will be sufficient to fund the presently budgeted costs of executing our Clinical Development Plan through September 30, 2007. However, we caution you that this is a
forward-looking statement and is subject to significant risk and uncertainty.

The process of conducting studies required to obtain
regulatory approval to sell our product candidates is lengthy and very expensive, and cannot be completed for any of our existing product candidates by September 30, 2007, nor can we control whether we will be able to sell or partner any of our
programs by that date. We therefore will need to raise additional financing to fund our Clinical Development Plan beyond September 30, 2007. In addition, should we identify one or more new product candidates that we wish to acquire, we may need
to raise additional financing sooner than September 30, 2007 to finance the acquisition and subsequent development of any such new product candidate(s). We also may need to raise additional financing before September 30, 2007 should we
experience unforeseen delays, cost overruns or both in executing our Clinical Development Plan. We cannot be sure that we will be able to raise additional financing when needed on acceptable terms or at all.

We historically have conducted our business operations on a largely outsourced model, and expect to continue to do so. Thus, we do not expect to purchase
or sell any plant or significant equipment for the foreseeable future.



|Item 3. | Controls and Procedures.
|------- | ------------------------

The Company maintains
disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
Commissions rules and forms and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



12



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As required by Commission Rule 13a-15(b), the Company carried out an evaluation, under the supervision
and with the participation of the Companys management, including the Companys Chief Executive Officer and the Companys Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure
controls and procedures as of the end of the quarter covered by this report. Based on the foregoing, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were
effective at the reasonable assurance level.

There has been no change in the Companys internal controls over financial reporting
during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.

The Company is not an accelerated filer for the 2006 fiscal year because it remains qualified as a small business issuer. Hence,
under current law, the internal controls certification and attestation requirements of Section 404 of the Sarbanes-Oxley act will not apply to the Company until the fiscal year ended December 31, 2007. Notwithstanding the fact that these
internal control requirements do not apply to the Company at this time, management has begun reviewing the Companys internal control procedures to facilitate compliance with those requirements when they become applicable.



13



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PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

The Company is not a party to
any material pending legal proceedings.



|Item 2. | Unregistered Sales of Securities and Use of Proceeds.
|------- | -----------------------------------------------------

Not applicable.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

Not applicable.



|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

Not applicable.



|Item 5. | Other Information.
|------- | ------------------

Not applicable.



|Item 6. | Exhibits
|------- | --------



|            |  |                                                                         
|----------- |  | ------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                     
|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



14



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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.



|                        |  |  |  |                  |  |                           |  |                                                          
|----------------------- |  |  |  | ---------------- |  | ------------------------- |  | ---------------------------------------------------------
|                        |  |  |  | MEDIVATION, INC.
|                        |  |  | 
|Date: November 14, 2006 |  |  |  | By:              |  | /s/    C. PATRICK
MACHADO
|                        |  |  |  |                  |  | Name:                     |  | C. Patrick Machado                                       
|                        |  |  |  |                  |  | Title:                    |  | Senior Vice President and Chief Financial Officer        
|                        |  |  |  |                  |  |                           |  | (Duly Authorized Officer and Principal Financial Officer)



15