Preferred Partnership Letter Agreement



 EXHIBIT 10.8 
  
 March 24, 2004 
  
 Sergey O. Bachurin, D.Sc. 
 Vice Director 
 Institute of Physiologically Active Compounds 
 Russian Academy of Sciences

 142432, Chernogolovka, Moscow Region 
 IPAC RAS, Russia

  
 Dear Sergey, 
  
 On behalf of my colleagues and myself, I am delighted to write to confirm the revised terms of the preferred partnership
relationship that we have agreed to establish between the Institute of Physiologically Active Compounds (the “Institute”) and Medivation, Inc. (“Medivation”). The terms set forth in this letter will replace in their
entirety the terms set forth in the preferred partnership letter that we entered into shortly after our visit to Moscow last November. 
  
 Pursuant to this relationship, Medivation agrees to give the Institute the first opportunity to perform any nonclinical experiments involving dimebon that
the Institute has the capability of performing in a timely manner and in compliance with all applicable regulatory requirements. 
  
 In return, the Institute agrees to give Medivation the first opportunity to license or acquire exclusive, worldwide intellectual property rights in any
inventions made in your laboratory (“Inventions”) within the following fields (collectively, the “Medivation Field”): (a) dimebon, dimebon-analogs, and/or uses of any of the foregoing; (b) treatment, prevention
and/or diagnosis of diseases or disorders of the brain; and (c) anti-aging. The Institute has not granted, and during the term of our preferred partnership will not grant, to any other party rights to any Inventions within the Medivation Field that
are senior to the rights granted to Medivation, or that would in any manner impair the ability of the Institute to perform its obligations hereunder. The Institute will notify Medivation promptly and in writing of each Invention within the
Medivation Field that is made during the term of our preferred partnership and, if Medivation elects to pursue licensing negotiations, it must notify the Institute of that decision within thirty (30) days after receiving the written notice from the
Institute. If Medivation elects to pursue licensing negotiations, the Institute will negotiate with Medivation exclusively and in good faith for a period of at least ninety (90) days. If, following the end of the ninety (90) day negotiation period
the parties have not reached a mutually satisfactory agreement, or if Medivation does not elect to pursue licensing negotiations within thirty (30) days after receipt of the Institute’s written notice, then the Institute shall be free to
exploit the applicable technology in any manner it chooses, whether alone and/or with third parties of its choice, without any further obligation to Medivation with respect to such technology. 
  
 The specific terms of all transactions contemplated in this letter will be
subject to the mutual agreement of both the Institute and Medivation. This would include, without limitation, all financial terms, timelines, milestones and deliverables for any nonclinical experiments and licensing transactions. Neither the
Institute nor Medivation will have any obligation to enter into any such transactions unless the terms are acceptable to it in its sole discretion. 
  
 The preferred partnership relationship between the Institute and Medivation will begin on the date noted at the top of this letter, and will remain in
effect for an initial term of three (3) years thereafter. Following the expiration of the initial term, both the Institute and Medivation will have the right to terminate this relationship, for any reason in their sole discretion, by delivering
written notice of termination to the other party. Any such termination will take effect thirty (30) days after delivery of that notice. 
  
 Sergey, I hope that this letter correctly reflects your understanding of the terms of our preferred 

  

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partnership. If it does, please execute the letter on behalf of the Institute and return it to me by fax at (415) 543-3113. 
  
 We all look forward to a long and mutually rewarding relationship with you
and the Institute. 
  
 With best personal regards, 
  
 C. Patrick Machado 
 Senior VP & CFO 
 Medivation, Inc. 
  
  
 APPROVED AND AGREED TO: 
  

					
	INSTITUTE	  	MEDIVATION
			
	 Signature:
	  	/s/	  	Signature: /s/
			
	 Name:
	  	 	  	Name:
			
	 Title:
	  	 	  	Title:
			
	 Address:
	  	142432, Chernogolovka	  	501 Second Street, Suite 211
	 	  	Moscow Region	  	San Francisco, CA 94107
	 	  	IPAC RAS, Russia	  	 
			
	 Phone:
	  	 	  	(415) 543-3470
			
	 Fax:
	  	 	  	(415) 543-3113

  

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