SB-2MEF

As filed with the Securities and Exchange Commission on December 15, 2005

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Medivation, Inc.

(name of small business issuer in its charter)

Delaware	2834	13-3863260
(state of incorporation)	(primary standard industrial classification code number)	(I.R.S. employer identification no.)

501 Second Street, Suite 211

San Francisco, California 94107

(415) 543-3470

(address of principal place of business or intended principal place of business)

C. Patrick Machado

Senior Vice President and Chief Financial Officer

Medivation, Inc.

501 Second Street, Suite 211

San Francisco, California 94107

(415) 543-3470

(name, address and telephone number of agent for service)

Copies to:

Michael W. Hall, Esq. Bradley A. Bugdanowitz, Esq. Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, California 94025 (650) 328-4600 John A. Fore, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300

Approximate date of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  x  333-128855

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box:  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount Registered		Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	345,000	(1)	$2.25	$776,250	$84 (3)

(1) Includes 45,000 shares of Common Stock that are being registered in connection with an over-allotment option granted to the underwriter. Pursuant to Rule 416 under the Securities Act, this registration statement also covers such number of additional shares of common stock to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high ask and low bid prices, respectively, of the common stock as reported on the OTC Bulletin Board on December 9, 2005, which was $2.25 per share.

(3) $3,357 was previously paid in connection with the filing of the Registrant’s previous registration statement on Form SB-2 (File No. 333-128855), initially filed on October 6, 2005. The amount of the registration fee under that registration statement was $1,274.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EXPLANATORY NOTE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, we are filing this registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the registration statement on Form SB-2 (File No. 333-128855), initially on October 6, 2005, as amended, and which the SEC declared effective on December 14, 2005.

We are filing this registration statement for the sole purpose of increasing by 345,000 shares the number of shares of our common stock to be registered. The information set forth in our registration statement on SB-2 (File No. 333-128855) is incorporated by reference in this filing.

We hereby certify that we have previously paid $3,357 in connection with our registration statement on SB-2 (File No. 333-128855). The aggregate filing fee under that registration statement was $1,274, leaving a balance of $2,083, of which we request $84 be allotted for the purpose of satisfying the registration fee due under this Registration Statement.

The required opinions and consents are listed on the exhibit index and filed with this filing.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
5.1	Opinion of Latham & Watkins LLP
23.1	Consent of Singer Lewak Greenbaum & Goldstein LLP, independent registered public accounting firm of Medivation, Inc.
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included in signature page)

SIGNATURES

In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned in the City of San Francisco, State of California, on December 14, 2005.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Patrick Machado his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act, this registration statement was signed by the following persons in the capacities and on the dates stated:

/S/    DAVID T. HUNG, M.D.         David T. Hung, M.D.	President and Chief Executive Officer (Principal Executive Officer)	December 14, 2005
/S/    C. PATRICK MACHADO         C. Patrick Machado	Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)	December 14, 2005
Daniel D. Adams	Director	December 14, 2005
/S/    GREGORY H. BAILEY, M.D.         Gregory H. Bailey, M.D.	Director	December 14, 2005
/S/    KIM D. BLICKENSTAFF         Kim D. Blickenstaff	Director	December 14, 2005
Steve Gorlin	Director	December 14, 2005

EX-5.1

Exhibit 5.1

[LETTERHEAD OF LATHAM & WATKINS LLP]

December 15, 2005

Medivation, Inc.

501 Second Street, Suite 211

San Francisco, CA 94107

Re: Registration Statement on Form SB-2; 345,000 shares of common stock; par value

$0.01 per share

Ladies and Gentlemen:

We have acted as special counsel to Medivation, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of 345,000 shares (including up to 45,000 shares subject to the underwriter’s over-allotment option) of common stock, $0.01 par value per share (the “Shares”), pursuant to a registration statement on Form SB-2 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2005 (the “Registration Statement”), which Registration Statement incorporates by reference the contents of the registration statement on Form SB-2 filed by the Company (File No. 333-128855), including the exhibits filed therewith. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-B under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the validity of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

We are opining herein only as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing, it is our opinion that, as of the date hereof, when certificates representing the Shares in the form of the specimen certificate incorporated by reference as an exhibit to the Registration Statement have been manually signed by an authorized officer of the transfer agent and registrar therefor, and have been delivered to and paid for by the underwriter in the circumstances contemplated by the form of underwriting agreement filed as an exhibit to the Registration Statement, the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

December 15, 2005

Page 2

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/    Latham & Watkins LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Medivation, Inc. (formerly known as Orion Acquisition Corp. II) on Form SB-2 of our report, dated January 25, 2005, which appears in the Annual Report on Form 10-K of Medivation, Inc. for the year ended December 31, 2004.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California

December 15, 2005