8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 12, 2007

MEDIVATION, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32836	13-3863260
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 Spear Street, 3rd Floor, San Francisco, CA 94105

(Address of principal executive offices) (Zip Code)

(415) 543-3470

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 12, 2007, we priced the sale of 758,117 shares of our common stock to Azimuth Opportunity Ltd. (“Azimuth”) at approximately $20.12 per share under our previously disclosed equity line of credit with Azimuth. We expect this transaction to close on November 14, 2007.

The gross proceeds of $15,250,000 we will receive in this draw down bring to $21,250,000 the total gross proceeds raised to date under our Azimuth facility. We believe that it is fiscally prudent to keep one to two years cash on hand, particularly given the turbulence and unpredictability of the current capital markets, and have now satisfied that objective.

We will receive net proceeds from the sale of these shares of approximately $15,075,000 after deducting our estimated offering expenses of approximately $175,000, including the placement agent fee of $152,500 paid to Reedland Capital Partners, an institutional division of Financial West Group, Member NASD/SIPC, in connection with this offering. The offering price of these shares was established with reference to the volume weighted average prices of our common stock on the Nasdaq Global Market for the period beginning October 30, 2007 and ending November 12, 2007, net of a discount of 3.90% per share. In connection with this sale, we are filing, as Exhibit 5.1 hereto, an opinion of our counsel, Latham & Watkins LLP.

We intend to use the net proceeds from the sale of the shares for general corporate purposes, which may include costs of developing our technologies, making additions to our working capital and funding future acquisitions.

The foregoing description is qualified in its entirety by reference to the Common Stock Purchase Agreement, dated September 7, 2007, between us and Azimuth, which is incorporated by reference into this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

5.1	Opinion of Latham & Watkins LLP.
10.1	Common Stock Purchase Agreement, dated September 7, 2007, by and between Medivation, Inc. and Azimuth Opportunity Ltd. (incorporated by reference to Exhibit 10.1 of Medivation’s Current Report on Form 8-K filed on September 10, 2007).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDIVATION, INC.
Dated: November 13, 2007	By:	/s/ C. Patrick Machado
		C. Patrick Machado
		Senior Vice President and Chief Financial Officer

Exhibit Index

5.1	Opinion of Latham & Watkins LLP.
10.1	Common Stock Purchase Agreement, dated September 7, 2007, by and between Medivation, Inc. and Azimuth Opportunity Ltd. (incorporated by reference to Exhibit 10.1 of Medivation’s Current Report on Form 8-K filed on September 10, 2007).

EX-5.1

Exhibit 5.1

[LATHAM & WATKINS LETTERHEAD]

November 13, 2007

Medivation, Inc.

201 Spear Street, 3rd Floor

San Francisco, CA 94105

Re: Issuance of 758,117 Shares of Common Stock of Medivation, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Medivation, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company to Azimuth Opportunity Ltd. (the “Investor”) of 758,117 shares of common stock, $0.01 par value per share (the “Shares”), pursuant to the Common Stock Purchase Agreement, dated September 7, 2007, between the Investor and the Company (the “Purchase Agreement”), and associated preferred stock purchase rights (the “Rights”) to be issued pursuant to the Rights Agreement dated as of December 4, 2006 between the Company and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). The Shares and associated Rights are included in a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 3, 2007 (File No. 333–145122) (the “Registration Statement”).

This opinion is being furnished in connection 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 related Prospectus, other than as expressly stated herein with respect to the issue of the Shares and the associated Rights.

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 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 as to General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Investor, and have been issued by the Company against payment therefor in the circumstances contemplated by the Purchase Agreement, the issue and sale of the Shares and associated Rights will have been duly authorized by all necessary corporate action of the Company, and the Shares and associated Rights will be validly issued, and the Shares will be fully paid and nonassessable.

Medivation, Inc.

November 13, 2007

Page 2

This letter assumes, with your consent, that the Board of Directors of the Company has acted in accordance with its fiduciary duties in adopting the Rights Agreement, and does not address whether the Board of Directors may be required to redeem or terminate, or take other action with respect to, the Rights in the future based on the facts and circumstances then existing. Moreover, this letter addresses corporate procedures in connection with the issuance of the Rights associated with the Shares, and not any particular provision of the Rights or the Rights Agreement. It should be understood that it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating in their entirety such rights.

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 the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated November 13, 2007 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