AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER ("AGREEMENT") dated as of June 23, 2004, by and between Citadel Media, Inc., a Washington corporation ("CITADEL"), and Orion Acquisition Corp. II, a Delaware corporation ("ORION"). W I T N E S...Agreement and Plan of Merger • June 28th, 2004 • Orion Acquisition Corp Ii • Blank checks • Washington
RecitalsSecurity Agreement • December 12th, 2003 • Orion Acquisition Corp Ii • Blank checks • Washington
MEDIVATION, INC. 2,750,000 Shares of Common Stock Underwriting AgreementMedivation, Inc. • May 28th, 2009 • Pharmaceutical preparations • New York
Medivation, Inc. a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,750,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 412,500 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase one-thousandth of a share of Series C Junior Participating Preferred Stock. The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as o
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2012 • Medivation, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of (the “Effective Date”) by and between Medivation, Inc., a Delaware corporation (the “Company”), and , who serves as a director and/or an officer of the Company (“Indemnitee”).
MEDIVATION, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 12th, 2012 • Medivation, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between MEDIVATION, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 23, 2015 among MEDIVATION, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent and CITIBANK, N.A. as Syndication Agent and BANK OF AMERICA, N.A., BARCLAYS BANK...Credit Agreement • October 26th, 2015 • Medivation, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 23, 2015 among MEDIVATION, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and MUFG UNION BANK, N.A., as Co-Documentation Agents.
Rights Agreement Dated as of December 4, 2006 Between Medivation, Inc. and American Stock Transfer & Trust Company, as Rights AgentRights Agreement • December 4th, 2006 • Medivation, Inc. • Pharmaceutical preparations • California
The Rights are not exercisable until the Distribution Date. The Rights will expire on January 3, 2017, subject to the Company’s right to extend such date (the “Final Expiration Date”), unless earlier redeemed or exchanged by the Company or terminated.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 17th day of December, 2004 by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
MEDIVATION, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFSecurities Warrant Agreement • March 12th, 2012 • Medivation, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [—], between MEDIVATION, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).
PURCHASE AGREEMENTPurchase Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of December, 2004 by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
RECITALSSecond Modification Agreement • September 17th, 2004 • Orion Acquisition Corp Ii • Blank checks
2,215,384 Shares MEDIVATION, INC. Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 8th, 2006 • Medivation, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE AGREEMENT Dated September 7, 2007 by and between MEDIVATION, INC. and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • September 10th, 2007 • Medivation, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 7th day of September 2007 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Medivation, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2016 • Medivation, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [____], 20[__] (the “Effective Date”) by and between Medivation, Inc., a Delaware corporation (the “Company”), and [__________], who serves as a director and/or an officer or agent of the Company (“Indemnitee”).
LOCK-UP AGREEMENT December 17, 2004Lock-Up Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks
In connection with a private offering of stock by Orion Acquisition Corp. II, ("Corporation") and the merger (“Merger”) between a subsidiary of the Corporation and Medivation, Inc., a Delaware corporation (“Medivation”), (i) to induce the Corporation to sell such stock to “accredited” or otherwise sophisticated investors (“Investors”), (ii) to induce the Investors to purchase stock of the Corporation, and (iii) to induce the Corporation to consummate the Merger, the undersigned, agrees to neither directly nor indirectly:
PURCHASE AGREEMENTPurchase Agreement • December 20th, 2004 • Orion Acquisition Corp Ii • Blank checks • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of December, 2004 by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
OFFICE LEASE AGREEMENT BetweenOffice Lease Agreement • March 15th, 2010 • Medivation, Inc. • Pharmaceutical preparations • California
THIS OFFICE LEASE AGREEMENT (hereinafter called the “Lease”) is entered into as of November 2, 2009 (“Effective Date”), by and between the Landlord and Tenant identified above.
AGREEMENT AND PLAN OF MERGER AMONG MEDIVATION, INC. ORION ACQUISITION CORP. II AND MEDIVATION ACQUISITION CORP. DATED AS OF DECEMBER 17, 2004Agreement and Plan of Merger • January 4th, 2005 • Orion Acquisition Corp Ii • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of December 17, 2004, by and among Medivation, Inc., a Delaware corporation (the “Target”), Orion Acquisition Corp. II, a Delaware corporation (“Orion”), and Medivation Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Orion (the “Merger Sub”). Certain capitalized terms used in this Agreement are defined in ARTICLE XI of this Agreement.
MEDIVATION, INC. as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee First Supplemental Indenture Dated as of March 19, 2012 to Indenture Dated as of March 19, 2012 2.625% Convertible Senior Notes due 2017First Supplemental Indenture • March 19th, 2012 • Medivation, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 19, 2012, between Medivation, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), having its principal office at 201 Spear Street, 3rd Floor, San Francisco, California 94105, and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) to the Indenture dated as of March 19, 2012, between the Company and the Trustee (the “Original Indenture”; the Original Indenture as amended and supplemented hereby and as it may be further amended and supplemented in accordance herewith and therewith, with respect to the Notes, the “Indenture”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN BioMarin Pharmaceutical Inc. AND Medivation, Inc. August 21, 2015Asset Purchase Agreement • October 7th, 2015 • Medivation, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement is entered into on August 21, 2015 (the “Signing Date”) by and between BioMarin Pharmaceutical Inc., a Delaware corporation (“Seller”), and Medivation, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 8th, 2006 • Medivation, Inc. • Pharmaceutical preparations • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
VOTING AGREEMENTVoting Agreement • January 31st, 2005 • Orion Acquisition Corp Ii • Blank checks • New York
This Voting Agreement (the “Agreement”) is made effective as of December , 2004, by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”) and (“Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks • California
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 17th day of December, 2004 by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”), on the one hand, and David T. Hung, M.D., C. Patrick Machado, Dara Biosciences, Inc. and Selena Pharmaceuticals, Inc. (collectively the “Medivation Stockholders”) and MDB Capital Group LLC, a California limited liability company (the “MDB Holders”, and together with the Medivation Stockholders, the “Holders”) on the other hand.
AMENDMENT AGREEMENTAmendment Agreement • January 31st, 2005 • Orion Acquisition Corp Ii • Blank checks • Delaware
This Amendment Agreement (the “Amendment”), dated as of December 17, 2004, is made by and between Medivation, Inc., a Delaware corporation (“Medivation”), and Dara BioSciences, Inc., a Delaware corporation (“Dara”).
COLLABORATION AGREEMENTCollaboration Agreement • March 24th, 2014 • Medivation, Inc. • Pharmaceutical preparations • Delaware
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of October 26, 2009 (the “Effective Date”) by and among MEDIVATION, INC., a Delaware corporation having its principal place of business at 201 Spear Street, 3rd Floor, San Francisco, California 94105, United States, its wholly owned subsidiary Medivation Prostate Therapeutics, Inc., a Delaware corporation having its principal place of business at the same location (such entities, collectively, “Medivation”), ASTELLAS PHARMA INC., a Japanese corporation having a principal office at 3-11, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (“API”) and its indirect wholly owned subsidiary Astellas US LLC, a Delaware limited liability company having its principal place of business at Three Parkway North, Deerfield, Illinois 60015, United States (“AUS”; collectively with API, “Astellas”). Medivation and Astellas are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ContractExclusive License Agreement • August 20th, 2010 • Medivation, Inc. • Pharmaceutical preparations • California
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
AMENDMENT AGREEMENTAmendment Agreement • January 31st, 2005 • Orion Acquisition Corp Ii • Blank checks • Delaware
This Amendment Agreement (the “Amendment”), dated as of December , 2004, is made by and between Medivation, Inc., a Delaware corporation (“Medivation”), and Joseph J. Grano, Jr. (“Mr. Grano”).
AMENDMENT NO. 2 TO COLLABORATION AGREEMENTCollaboration Agreement • March 24th, 2014 • Medivation, Inc. • Pharmaceutical preparations
This Amendment No. 2 (this “Amendment”) is entered into this 13th day of May, 2011 (“Amendment Effective Date”), by and among MEDIVATION, INC., a Delaware corporation having its principal place of business at 201 Spear Street, 3rd Floor, San Francisco, California 94105, United States, its wholly owned subsidiary MEDIVATION PROSTATE THERAPEUTICS, INC., a Delaware corporation having its principal place of business at the same location (such entities, collectively, “Medivation”), ASTELLAS PHARMA INC., a Japanese corporation having its principal place of business at 3-11, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (“API”) and its indirect wholly owned subsidiary Astellas US LLC, a Delaware limited liability company having its principal place of business at Three Parkway North, Deerfield, Illinois 60015, United States (“AUS”; collectively with API, “Astellas”) and amends the Collaboration Agreement effective as of October 26, 2009 as previously amended (the “Collaboration Agr
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2004 • Orion Acquisition Corp Ii • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 17th day of December, 2004 by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introductory NoteAsset Purchase Agreement • December 18th, 2015 • Medivation, Inc. • Pharmaceutical preparations
On August 21, 2015, Medivation, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”) pursuant to which the Company acquired all rights to talazoparib (“talazoparib research program”), an orally available poly-ADP ribose polymerase (“PARP”) inhibitor from BioMarin. The acquired talazoparib assets include all patents, data, know-how, third party agreements, regulatory materials, and pre-commercial inventories. The Company also assumed certain costs related to talazoparib to the extent they arise after the closing of the transaction, including costs for the ongoing clinical trials of talazoparib, and commitments under certain agreements previously entered into by BioMarin and assigned to the Company.
FIFTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT UC Agreement Control No. 2006-04-0085Exclusive License Agreement Uc Agreement • February 26th, 2016 • Medivation, Inc. • Pharmaceutical preparations
This Fifth Amendment to Exclusive License Agreement (“Fifth Amendment”), dated as of October 21, 2009, is made by and among The Regents of the University of California, a California corporation (“The Regents”), Medivation, Inc., a Delaware corporation (“Medivation”), and Medivation Prostate Therapeutics, Inc., a Delaware corporation and subsidiary of Medivation (“MPT”) (Medivation and MPT together “Licensee”).
OFFICE LEASE 525 Market Street San Francisco, California KNICKERBOCKER PROPERTIES, INC. XXXIII, Landlord and MEDIVATION, INC., TenantOffice Lease • February 29th, 2012 • Medivation, Inc. • Pharmaceutical preparations • California
THIS OFFICE LEASE (the “Lease”) is made and entered into as of December 28, 2011 (the “Effective Date”) by and between KNICKERBOCKER PROPERTIES, INC. XXXIII, a Delaware corporation (“Landlord”), and MEDIVATION, INC., a Delaware corporation (“Tenant”).
Fourth Amendment To Exclusive License Agreement Between The Regents of the University of California and Medivation, Inc and Medivation Prostate Therapeutics, Inc For UC Agreement Control No. 2006-04-0085Exclusive License Agreement • February 26th, 2016 • Medivation, Inc. • Pharmaceutical preparations
This Fourth Amendment to Exclusive License Agreement (“Fourth Amendment”), dated as of July 17, 2007, is made by and among The Regents of the University of California, a California corporation (“The Regents”), Medivation, Inc., a Delaware corporation (“Medivation”), and Medivation Prostate Therapeutics, Inc., a Delaware corporation and subsidiary of Medivation (“MPT”) (Medivation and MPT together “Licensee”).
AMENDMENT NO.1 TO COLLABORATION AGREEMENTThe Collaboration Agreement • August 9th, 2011 • Medivation, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Collaboration Agreement (this “Amendment”) is entered into and effective as of January 1, 2010 (the “Amendment Effective Date”) by and among MEDIVATION, INC., a Delaware corporation having its principal place of business at 201 Spear Street, 3rd Floor, San Francisco, California 94105, United States, its wholly owned subsidiary Medivation Prostate Therapeutics, Inc., a Delaware corporation having its principal place of business at the same location (such entities, collectively, “Medivation”), ASTELLAS PHARMA INC., a Japanese corporation having a principal office at 3-11, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (“API”) and its indirect wholly owned subsidiary Astellas US LLC, a Delaware limited liability company having its principal place of business at Three Parkway North, Deerfield, Illinois 60015, United States (“AUS”; collectively with API, “Astellas”). Medivation and Astellas are sometimes referred to herein individually as a “Party” and
MEDIVATION, INC. Underwriting AgreementMedivation, Inc. • March 19th, 2012 • Pharmaceutical preparations • New York
Medivation, Inc. a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), the principal amount of its securities identified in Schedule 1 hereto (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional principal amount of securities set forth in Schedule 1 hereto to cover over-allotments (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities are to be issued under an indenture dated as of March 19, 2012 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the supplemental Indenture, dated as of March 19, 2012, between the Company and the Trustee (together with the Base Indenture, the “Indenture”) and will be convertible into shares (the
