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”).
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”).
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:
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.
VOTING AGREEMENTVoting Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks • New York
This Voting Agreement (the “Agreement”) is made effective as of December 17, 2004, by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”) and C. Patrick Machado (“Mr. Machado”).
VOTING AGREEMENTVoting Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks • New York
This Voting Agreement (the “Agreement”) is made effective as of December 17, 2004, by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”) and the investors in the Company whose names are set forth on the signature pages to this Agreement (each an “Investor” and collectively, the “Investors”).
VOTING AGREEMENTVoting Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks • New York
This Voting Agreement (the “Agreement”) is made effective as of December 17, 2004, by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”) and Dara BioSciences, Inc., a Delaware corporation (“Dara”).
VOTING AGREEMENTVoting Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks • New York
This Voting Agreement (the “Agreement”) is made effective as of December 17, 2004, by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”) and David T. Hung (“Dr. Hung”).
Pharmaceutical Development Agreement for Medivation Dimebon Pharmaceutical DevelopmentOrion Acquisition Corp Ii • March 11th, 2005 • Blank checks
To verify and/or modify and qualify analytical methods for active pharmaceutical ingredient (API) and drug product, develop a 10 mg immediate release tablet that matches the current Russian tablet in dose, weight and size (Product), manufacture clinical trial material (CTM) of Product and matching Placebo, and conduct stability testing on CTM for Medivation Inc. (Client).
VOTING AGREEMENTVoting Agreement • March 11th, 2005 • Orion Acquisition Corp Ii • Blank checks • New York
This Voting Agreement (the “Agreement”) is made effective as of December 17, 2004, by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”) and Selena Pharmaceuticals, Inc., a California corporation (“Selena”).
