10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from                      to                     .

Commission file number: 001-32836

MEDIVATION, INC.

(Exact name of Registrant as specified in its charter)

Delaware	13-3863260
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

525 Market Street, 36^th Floor

San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 543-3470

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  x    NO  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES  ¨    NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x              Accelerated filer  ¨

Non-accelerated filer (Do not check if a smaller reporting company)  ¨          Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.).    YES  ¨    NO  x

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $5.0 billion as of June 30, 2014, based upon the closing sale price on The NASDAQ Global Market reported on June 30, 2014. Excludes an aggregate of 11,709,327 shares of the registrant’s common stock held by officers, directors and affiliated stockholders. For purposes of determining whether a stockholder was an affiliate of the registrant at June 30, 2014, the registrant assumed that a stockholder was an affiliate of the registrant at June 30, 2014 if such stockholder (i) beneficially owned 10% or more of the registrant’s common stock, as determined based on public filings, and/or (ii) was an executive officer or director or was affiliated with an executive officer or director of the registrant at June 30, 2014. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.

There were 78,233,026 shares of Registrant’s Common Stock, par value $0.01 per share, outstanding as of February 18, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2015 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K are incorporated by reference in Part III, Items 10-14 of this Form 10-K.

MEDIVATION, INC.

2014 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
PART I
Item 1.	BUSINESS		2
Item 1A.	RISK FACTORS		24
Item 1B.	UNRESOLVED STAFF COMMENTS		52
Item 2.	PROPERTIES		52
Item 3.	LEGAL PROCEEDINGS		52
Item 4.	MINE SAFETY DISCLOSURES		53
PART II
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY , RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		54
Item 6.	SELECTED FINANCIAL DATA		56
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		57
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		80
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		81
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		81
Item 9A.	CONTROLS AND PROCEDURES		81
Item 9B.	OTHER INFORMATION		82
PART III
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		83
Item 11.	EXECUTIVE COMPENSATION		83
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		83
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS , AND DIRECTOR INDEPENDENCE		83
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		83
PART IV
Item 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		84
SIGNATURES			85
FINANCIAL STATEMENTS
	REPORT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		86
	CONSOLIDATED BALANCE SHEETS		87
	CONSOLIDATED STATEMENTS OF OPERATIONS		88
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ( LOSS)		89
	CONSOLIDATED STATEMENTS OF CASH FLOWS		90
	CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY		91
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		92

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, or Annual Report, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend that these forward-looking statements be subject to the safe harbors created by those provisions. Forward-looking statements are generally written in the future tense and/or are preceded by words such as “may,” “should,” “could,” “expect,” “suggest,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” or similar words, or negatives of such terms or other variations on such terms of comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the commercialization of XTANDI ^® (enzalutamide) capsules, the continuation and success of our collaboration with Astellas Pharma, Inc., or Astellas, the timing, progress and results of our clinical trials, and our future drug development activities, including those with respect to pidilizumab. The forward-looking statements contained in this Annual Report involve a number of risks, uncertainties, and assumptions, many of which are outside of our control. Factors that could cause actual results to differ materially from projected results include, but are not limited to, those discussed in “Risk Factors” included elsewhere in this Annual Report. Readers are expressly advised to review and consider those Risk Factors. Although we believe that the assumptions underlying the forward-looking statements contained in this Annual Report are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that the results anticipated by such statements will occur. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Furthermore, past performance in operations, trading price of our common stock or of our 2.625% convertible senior notes due April 1, 2017, or the Convertible Notes, is not necessarily indicative of future performance. We disclaim any intention or obligation to update, supplement, or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

Item 1. Business.

OVERVIEW

We are a biopharmaceutical company focused on the development and commercialization of medically innovative therapies to treat serious diseases for which there are limited treatment options. Through our collaboration with Astellas Pharma, Inc. or Astellas, we have one commercial product, XTANDI^® (enzalutamide) capsules, or XTANDI. XTANDI has received marketing approval in the United States, Europe, and numerous other countries worldwide for the treatment of patients with metastatic castration-resistant prostate cancer (mCRPC) and in Japan for the treatment of patients with castration-resistant prostate cancer (CRPC). Since its launch in the United States in September 2012, and subsequent launch in additional countries, XTANDI’s worldwide net sales (as reported by Astellas) were approximately $1.6 billion through December 31, 2014. We and Astellas are also conducting investigational studies of enzalutamide in prostate cancer and in advanced breast cancer. Under our collaboration agreement with Astellas, we share equally with Astellas all profits (losses) related to U.S. net sales of XTANDI. We also receive royalties ranging from the low teens to the low twenties on ex-U.S. XTANDI net sales and certain milestone payments upon the achievement of defined development and sales events.

We seek to become a fully-integrated biopharmaceutical company through the continued commercialization of XTANDI, the acquisition or in-license and development and commercialization of other product opportunities (such as pidilizumab), and through the advancement of our own proprietary research and development programs. We expect that our future growth may come from both internal research efforts and third party business development activities. In the fourth quarter of 2014, we licensed exclusive worldwide rights to pidilizumab, an immune modulatory, anti-Programmed Death-1 (PD-1) monoclonal antibody for all potential indications from CureTech, Ltd., or CureTech. Under the license agreement, we are responsible for all development, regulatory, manufacturing, and commercialization activities for pidilizumab. We currently anticipate that we may initiate a Phase 3 clinical trial evaluating pidilizumab in one or more hematologic malignancies as early as in 2015.We are also considering evaluating pidilizumab in other indications, including, but not limited to in combination with enzalutamide in breast and prostate cancer. In addition, our internal research and discovery efforts are focused, among other areas, in oncology and neurology.

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Additional information regarding our XTANDI, enzalutamide, pidilizumab, and other research and drug discovery programs is included below.

OUR ENZALUTAMIDE PROGRAM

Summary of Our Enzalutamide Program

As of December 31, 2014, we, and our collaboration partner Astellas have a number of prostate and breast cancer clinical trials for which enrollment is ongoing or completed, including those summarized in the following table. Additional information regarding these trials is included in the sections that follow.

Enzalutamide Clinical Trials
Prostate Cancer
Trial	Phase		Enrollment Status
STRIVE		Phase 2	Enrollment completed
PROSPER		Phase 3	Enrolling
EMBARK		Phase 3	Enrolling
PLATO		Phase 4	Enrollment completed
AFFIRM(1)		Phase 3	Enrollment completed; unblinded
PREVAIL(1)		Phase 3	Enrollment completed; unblinded
TERRAIN(1)		Phase 2	Enrollment completed; unblinded
Breast Cancer
Trial	Phase		Enrollment Status
AR+ TNBC		Phase 2	Enrollment completed
ER+ or PgR+ and HER2 Normal		Phase 2	Enrolling
AR+ HER2 Amplified		Phase 2	Enrolling

⁽¹⁾ Open label extension trials: trials unblinded and placebo-treated (or bicalutamide-treated) patients crossed over to enzalutamide.

Prostate Cancer

According to the American Cancer Society, prostate cancer is the most commonly diagnosed cancer among men in the United States, other than skin cancer. The American Cancer Society estimates that approximately 233,000 new cases of prostate cancer were diagnosed, and approximately 29,000 men died of prostate cancer, in the United States alone during 2014. Prostate cancer is thus the second-leading cause of cancer death in men in the United States, after lung cancer. According to the American Cancer Society, about 1 in 7 men will be diagnosed with prostate cancer during his lifetime and about 1 in 38 men will die of prostate cancer.

Prostate cancer is generally seen as a slowly-progressing disease. According to the American Cancer Society, when including all stages of disease, the relative 15-year survival rate is 94%. In the United States, prostate cancer patients are typically managed clinically by two different physician specialties—urologists and oncologists. Urologists typically manage prostate cancer patients for the large majority of a patient’s disease course—starting with the initial diagnosis and continuing for many years until the patient develops castration-resistant disease and symptoms. Once the patient develops symptoms, such as pain from metastases of his prostate cancer to his bone, he is typically referred to an oncologist to manage the final stages of his disease, which typically represent the last 9 to 13 months of the patient’s life.

Prostate cancer is frequently diagnosed at a stage where it is believed to be confined to the prostate gland and its immediate surroundings—i.e., it has not yet spread to other areas of the body. Prostate cancer detected at this stage generally is treated either with prostatectomy (surgical removal of the prostate gland) or with radiation. For most men, these procedures are successful in curing the disease. However, for some men, these procedures are not curative and their prostate cancer continues to spread. This disease progression is typically detected by rising levels of serum prostate-specific antigen, or PSA, a marker of tumor burden in prostate cancer. Men whose disease continues to progress following surgery or radiation are considered to have advanced prostate cancer.

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Because the male sex hormone testosterone is the primary fuel of prostate cancer growth, first-line therapy for advanced prostate cancer typically entails treatment with a class of hormonal drugs known as luteinizing-hormone releasing hormone analogs, or LHRH analogs, which reduce testosterone to castrate levels—i.e., the levels that would be achieved following surgical castration. Patients treated with LHRH analogs typically remain on those drugs for the remainder of their lives to keep testosterone levels suppressed to castrate levels. Patients typically respond to LHRH analog treatment, as evidenced by reduced PSA levels. Eventually, however, virtually all advanced prostate cancers will become resistant to LHRH analogs, and the patient’s PSA level will begin to rise. Once a patient progresses while being treated with an LHRH analog, he is said to have castration-resistant prostate cancer, or CRPC. The term “castration-resistant” refers to the fact that these patients have had their serum testosterone reduced to castrate levels, and yet their prostate cancers continue to progress.

Once a patient has developed CRPC, the typical second line therapy is a class of hormonal drugs known as anti-androgens, which block the ability of testosterone to bind its receptor, the androgen receptor. Bicalutamide, widely available in generic form, is the most commonly used anti-androgen drug. Like LHRH analogs, bicalutamide typically suppresses tumor growth for a certain period of time, as evidenced by a declining PSA level. However, virtually all prostate cancers become resistant to bicalutamide as well. In addition, once prostate cancer becomes resistant to bicalutamide, the effect of that drug may convert from suppressing tumor growth to fueling tumor growth. For this reason, bicalutamide treatment is typically discontinued once patients begin to progress on the drug.

The next line of treatment for CRPC patients who have failed treatment on both LHRH analogs and anti-androgen drugs is frequently the chemotherapy drug Taxotere^® (docetaxel), which has been shown in clinical studies to prolong survival. However, docetaxel is an infused cytotoxic chemotherapy, and thus entails an increased risk of serious adverse effects, including fluid retention, liver toxicity, low white blood cell counts, and death. Prior to 2010, there were no U.S. Food and Drug Administration (or FDA)-approved treatments for CRPC patients whose prostate cancer had progressed following treatment with docetaxel. These patients typically had only palliative care, or pain reducing, options available to them. Since 2010, four new agents in addition to XTANDI have been approved by the FDA for the treatment of patients with mCRPC: Jevtana^® (cabazitaxel); Provenge^® (sipuleucel-T); Zytiga^® (abiraterone acetate) plus prednisone; and Xofigo^® (radium RA-223 dichloride); and others are currently being studied.

Based on the above treatment algorithm, advanced prostate cancer patients are generally subdivided into various sub-populations that regulatory agencies typically consider to be distinct patient populations. Because they view them as distinct, regulatory agencies typically require separate clinical studies in each patient population to grant marketing approval covering that patient population. These sub-populations are defined primarily by two factors: (a) the prior treatments the patient has undergone; and (b) whether the patient has metastatic disease. The sub-populations are the following:

• Patients with Hormone-Sensitive Prostate Cancer. Patients in this sub-population have progressive prostate cancer, are not castrate, and have not yet been treated with an LHRH analog drug, an anti-androgen drug or any other hormonal drug for progressive disease.

• Patients with CRPC. Patients with CRPC have advanced prostate cancer that has progressed after treatment with an LHRH analog drug or surgical castration. They may also have failed treatment on an anti-androgen drug, but are not required to have done so. Patients with CRPC may be in turn further subdivided into pre-chemotherapy CRPC patients and post-chemotherapy CRPC patients. Both pre-chemotherapy and post-chemotherapy CRPC patients may have mCRPC or non-metastatic CRPC. Pre-chemotherapy CRPC patients typically constitute a mix of metastatic and non-metastatic disease. However, by the time they have progressed to the post-chemotherapy state, virtually all CRPC patients will have developed metastatic disease.

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Our Prostate Cancer Clinical Trials

Information about our prostate cancer clinical trials is included below:

• STRIVE- The Phase 2 STRIVE trial was initiated in August 2012 and completed enrollment in March 2014. The trial is evaluating enzalutamide head-to-head versus bicalutamide, the leading marketed anti-androgen drug, in approximately 400 pre-chemotherapy CRPC patients. The randomized, double-blind trial enrolled both metastatic and non-metastatic patients and is being conducted primarily in the United States. The primary endpoint of the trial is progression-free survival (or PFS). We currently anticipate that the top-line results from the STRIVE trial may be available during 2015. The Phase 2 STRIVE trial is a non-registrational clinical trial and the data from the STRIVE trial are not expected to be approved for use in XTANDI marketing and promotion.

• PROSPER- The first patient was enrolled in the Phase 3 PROSPER trial in December 2013. The trial is evaluating the safety and efficacy of enzalutamide in patients with non-metastatic CRPC. The PROSPER trial is intended to enroll a high-risk subgroup of patients with prostate cancer who are progressing despite androgen deprivation therapy, but who are asymptomatic with no prior or present evidence of metastatic disease. The Phase 3 randomized, double-blind, placebo-controlled, multi-national trial is designed to enroll approximately 1,560 patients with non-metastatic CRPC. The primary endpoint of the trial is metastasis-free survival.

• EMBARK- The first patient was enrolled in the Phase 3 EMBARK trial in January 2015. The trial is intended to evaluate the efficacy and safety of enzalutamide in patients with high-risk, hormone-sensitive, non-metastatic prostate cancer that has biochemically recurred (rising PSA level) following definitive local therapy with radical prostatectomy and/or radiation. The purpose of the trial is to help determine if enzalutamide can delay or prevent the development of metastatic prostate cancer in high-risk men with a rapidly rising PSA. The primary endpoint of the trial is metastasis-free survival. The trial is designed to enroll approximately 1,860 patients.

• PLATO- The Phase 4 PLATO trial was initiated in November 2013 and completed enrollment in September 2014. The trial is evaluating the efficacy and safety of continued treatment with enzalutamide plus abiraterone acetate and prednisone as compared to abiraterone acetate and prednisone alone in patients with chemotherapy-naive metastatic prostate cancer whose disease has progressed following enzalutamide therapy. The purpose of the trial is to help determine the potential clinical benefit of extending time on enzalutamide treatment by adding an additional therapy in patients with progressive chemotherapy-naive metastatic prostate cancer. The global randomized, double-blind, placebo-controlled trial has enrolled 509 chemotherapy-naive patients with mCRPC. The primary endpoint of the trial is PFS.

• AFFIRM- Our FDA approval in post-chemotherapy mCRPC was based on the results of the AFFIRM trial, a randomized, double-blind Phase 3 trial evaluating XTANDI (160 mg once daily) as compared to placebo in 1,199 post-chemotherapy mCRPC patients. The primary endpoint of the AFFIRM trial was overall survival. Data from the AFFIRM trial were first reported in November 2011 and were published in The New England Journal of Medicine in August 2012. The AFFIRM trial also led to the initial marketing approvals of XTANDI by regulatory authorities in Europe and Japan. The open-label extension of this trial is ongoing.

• PREVAIL- Our FDA approval in pre-chemotherapy mCRPC was based on the results of the PREVAIL trial, a randomized, double-blind, placebo-controlled Phase 3 trial, evaluating enzalutamide (160 mg once daily) as compared to placebo in approximately 1,717 patients with pre-chemotherapy mCRPC. The PREVAIL trial included patients who had progressed following treatment with an LHRH analog drug only, as well as patients who had progressed following treatment with both an LHRH analog drug and an anti-androgen drug. The co-primary endpoints were radiographic PFS and overall survival. Positive results from the PREVAIL trial were first reported in October 2013 and were published in The New England Journal of Medicine in June 2014. The PREVAIL trial also led to expanded marketing approvals by regulatory authorities in Europe, Japan, and numerous other countries worldwide. The open-label extension of this trial is ongoing.

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• TERRAIN- In January 2015, we and Astellas reported top-line results from the Phase 2 TERRAIN trial. The trial achieved its primary endpoint demonstrating a statistically significant increase in PFS for patients with mCRPC for enzalutamide compared to bicalutamide (Hazard Ratio = 0.44; 95% Confidence Interval, 0.34-0.57; p < 0.0001). The median time on treatment in the TERRAIN trial was 11.7 months in the enzalutamide group versus 5.8 months in the bicalutamide group. Median PFS was 15.7 months in the enzalutamide group compared to 5.8 months in the bicalutamide group. Serious adverse events were reported in 31.1% of enzalutamide-treated patients and 23.3% of bicalutamide-treated patients. Grade 3 or higher cardiac adverse events were reported in 5.5% of enzalutamide-treated patients versus 2.1% of bicalutamide-treated patients. Two seizures were reported in the enzalutamide group and one in the bicalutamide group. Additional data from the TERRAIN trial, including the secondary endpoints and further safety data, has been submitted for presentation at upcoming medical conferences. The Phase 2 TERRAIN trial is a non-registrational clinical trial and the data from the TERRAIN trial are not expected to be approved for use in XTANDI marketing and promotion. The open-label extension of the trial is ongoing.

Breast Cancer Statistics

According to the American Cancer Society, breast cancer is the most common cancer among women in the United States, other than skin cancer. The American Cancer Society estimates that approximately 235,000 new cases of breast cancer were diagnosed in women, and approximately 40,000 women died of breast cancer, in the United States alone during 2014. Breast cancer is the second-leading cause of cancer death in women in the United States, after lung cancer. According to the American Cancer Society, the chance that breast cancer will be responsible for a woman’s death is about 1 in 36. Each of the breast cancer clinical trials described in the following section entitled, “Our Breast Cancer Clinical Trials,” targets a different fraction of the total breast cancer disease population.

Our Breast Cancer Clinical Trials

In April 2012, we and Astellas expanded the clinical development of enzalutamide to include breast cancer. We currently have three Phase 2 clinical trial evaluating enzalutamide in three subsets of breast cancer. Information about our breast cancer clinical trials is included below:

• AR+, TNBC- In June 2013, we and Astellas initiated a Phase 2 clinical trial evaluating enzalutamide as a single agent for the treatment of advanced androgen receptor positive (AR+), triple negative breast cancer (TNBC). TNBC is a type of breast cancer that is not driven by the three most commonly targeted receptors in breast cancer: estrogen, progesterone and human epidermal growth factor receptor 2, or HER2. The Phase 2 open label, single arm, multicenter trial enrolled 118 women in two stages with metastatic TNBC in sites in the United States, Canada, and Europe. The primary endpoint of the trial is clinical benefit rate defined as the proportion of women with a complete response, partial response or stable disease for at least 16 weeks. Patients with any amount of AR expression in their primary tumor were enrolled, but to be evaluable for the primary endpoint analysis, at least 10% of the cells in the patient’s primary tumor sample must test positive for the androgen receptor. Additionally, we are optimizing a diagnostic test that may help best identify those most likely to receive clinical benefit from enzalutamide. Data from stage 1 of the trial and preliminary data from stage 2 of the trial were presented at the 37^th Annual San Antonio Breast Cancer Symposium in December 2014. Mature data from the Phase 2 trial are anticipated in 2015. Although we believe the early data are encouraging, particularly in this population of women who have limited treatment options, no firm determination has been made by us or Astellas at this time about the conduct of later-stage studies in this population.

• ER+ or PgR+ and HER2 Normal- In December 2013, we and Astellas initiated a Phase 2 clinical trial evaluating enzalutamide in combination with exemestane in women with advanced breast cancer that is estrogen receptor positive (ER+) or progesterone receptor positive (PgR+) and HER2 normal. The Phase 2 randomized, double-blind, placebo-controlled, multicenter trial is intended to assess 240 patients in two parallel cohorts of 120 patients each. The first cohort is intended to enroll patients who

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have not previously received hormonal treatment for advanced breast cancer. The second cohort is intended to enroll patients who have previously progressed following one hormonal treatment for advanced disease. The primary endpoint of the trial is PFS in patients and in the subset of patients whose tumor expresses the androgen receptor.

• AR+ HER2 Amplified- In August 2014, we and Astellas initiated a Phase 2 clinical trial evaluating the safety and efficacy of adding enzalutamide to trastuzumab in approximately 80 patients with metastatic or locally advanced breast cancer that is AR+, HER2 amplified, and estrogen-receptor negative (ER-) or progesterone receptor negative (PgR-) whose disease has previously progressed on trastuzumab. The primary endpoint of the trial is clinical benefit rate defined as complete response or partial response or stable disease at or before 24 weeks. The goal of the trial is to determine whether enzalutamide will provide any incremental benefit for women who have progressed on trastuzumab.

The Astellas Collaboration Agreement

We have a collaboration agreement with Astellas pursuant to which we are collaborating to develop and commercialize XTANDI globally. We licensed the intellectual property rights covering XTANDI from the Regents of the University of California, or UCLA (or Regents), pursuant to a license agreement described in the section below titled, “License Agreement with UCLA.” Under the collaboration agreement, Astellas paid us a non-refundable, upfront cash payment of $110.0 million in the fourth quarter of 2009 and we have earned development and sales milestone payments totaling $410.0 million through December 31, 2014, including $307.0 million, $45.0 million, and $45.0 million in the years ended December 31, 2014, 2013, and 2012, respectively. We may earn up to $245.0 million of remaining sales milestone payments under the collaboration agreement upon the achievement of certain defined sales milestone events, some or all of which we anticipate could be earned in 2015 or 2016.

In the United States, decisions are generally made by consensus, pre-tax profits and losses are shared equally, and, subject to certain exceptions, development and commercialization costs are also shared equally. Outside the United States, decisions are generally made by Astellas and all development and commercialization costs are borne by Astellas. Astellas retains all ex-U.S. profits and losses, and pays us a tiered royalty ranging from the low teens to the low twenties on the aggregate net sales of XTANDI outside the United States, or ex-U.S. XTANDI sales.

The Astellas Collaboration Agreement establishes several joint committees consisting of representatives from both parties that operate by consensus to oversee the collaboration. In the event that a joint committee is unable to reach consensus on a particular issue, then, depending on the issue, a dispute may be decided at the joint committee level by the party with the final decision on the issue or escalated to senior management of the parties. If a dispute is escalated to senior management and no consensus is reached, then the dispute may be decided by the party to whom the contract grants final decision on such issue. Other issues can only be decided by consensus of the parties, and unless and until the parties’ representatives reach agreement on such issue, no decision on such issue will be made, and the status quo will be maintained.

Unless terminated earlier by us or Astellas pursuant to the terms thereof, the Astellas Collaboration Agreement will remain in effect: (a) in the United States, until such time as Astellas notifies us that Astellas has permanently stopped selling products covered by the Astellas Collaboration Agreement in the United States; and (b) in each other country of the world, on a country-by-country basis, until such time as (i) products covered by the Astellas Collaboration Agreement cease to be protected by patents or regulatory exclusivity in such country and (ii) commercial sales of generic equivalent products have commenced in such country.

We and Astellas are each permitted to terminate the Astellas Collaboration Agreement for an uncured material breach by the other party or for the insolvency of the other party. Astellas has the right to terminate the Astellas Collaboration Agreement unilaterally by advance written notice to us. Following any termination of the Astellas Collaboration Agreement in its entirety, all rights to develop and commercialize XTANDI will revert to

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us, and Astellas will grant a license to us to enable us to continue such development and commercialization. In addition, except in the case of termination by Astellas for our uncured material breach, Astellas will supply XTANDI to us during a specified transition period.

Additional information about our collaboration agreement with Astellas, including geographic financial information, is included in Note 3, “Collaboration Agreements,” to our audited consolidated financial statements included elsewhere in this Annual Report.

License Agreement with UCLA

Under an August 2005 license agreement with UCLA, our subsidiary Medivation Prostate Therapeutics, Inc. holds an exclusive worldwide license under several UCLA patents and patent applications covering XTANDI and related compounds. Under the collaboration agreement with Astellas, we granted Astellas a sublicense under the patent rights licensed to us by UCLA.

We are required to pay UCLA (a) an annual maintenance fee, (b) $2.8 million in aggregate milestone payments upon achievement of certain development and regulatory milestone events with respect to XTANDI (all of which has been paid as of December 31, 2014), (c) ten percent of all Sublicensing Income, as defined in the agreement, which we earn under the Astellas Collaboration Agreement, and (d) a four percent royalty on global net sales of XTANDI, as defined. Under the terms of the Astellas Collaboration Agreement, we share this royalty obligation equally with Astellas with respect to sales in the United States, and Astellas is responsible for this entire royalty obligation with respect to sales outside of the United States. We are currently involved in litigation with UCLA regarding this agreement. For more information about this litigation, see “Legal Proceedings” in Item 3 of Part I below.

UCLA may terminate the agreement if we do not meet a general obligation to diligently proceed with the development, manufacturing and sale of licensed products, or if we commit any other uncured material breach of the agreement. We may terminate the agreement at any time upon advance written notice to UCLA. If neither party terminates the agreement early, the agreement will continue in force until the expiration of the last-to-expire patent on a country-by-country basis.

PIDILIZUMAB PROGRAM

In the fourth quarter of 2014, we licensed exclusive worldwide rights to pidilizumab, an immune modulatory, anti-PD-1 monoclonal antibody for all potential indications from Israel-based CureTech. Under the license agreement, we are responsible for all development, regulatory, manufacturing, and commercialization activities for pidilizumab. We currently anticipate that we may initiate a Phase 3 clinical trial evaluating pidilizumab in one or more hematologic malignancies as early as in 2015. We are also considering evaluating pidilizumab in other indications, including but not limited to in combination with enzalutamide in breast and prostate cancer.

Immuno-oncology is a rapidly evolving field that focuses on harnessing the ability of the immune system in the fight against cancer. We believe that pidilizumab may have utility in immuno-oncology. We believe the commercial opportunity in this market may be significant. We anticipate incurring expenditures in 2015 and beyond to explore that potential and build capability in immuno-oncology.

RESEARCH AND DRUG DISCOVERY PROGRAMS

A key component of our corporate strategy is to diversify beyond a single-product company to one with a portfolio of multiple approved products. In furtherance of this strategy, we are investing in multiple research and drug discovery programs, both in the discovery stage and in the preclinical development stage. Programs in the discovery stage are ones in which we have identified a disease state of interest and a therapeutic approach that we believe may be safe and effective in treating that disease state, and we are conducting preclinical studies designed

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to identify one or more development candidates. A development candidate is a specific product candidate that embodies the therapeutic approach of interest and which we believe may possess the properties necessary to successfully complete the subsequent preclinical and clinical testing required to support an application for marketing approval. Programs in the preclinical development stage are ones in which we have identified one or more development candidates, and are conducting the subsequent preclinical testing required to support an application for regulatory approval to begin human testing. Our current internal research and drug discovery programs are focused, among other areas, in oncology and neurology.

Our research and drug discovery programs include both technologies we have developed internally and technologies we have in-licensed from third-parties, such as pidilizumab described previously. We remain actively engaged in internal research efforts seeking to develop new research and drug discovery programs, as well as in business development efforts seeking to acquire rights to such programs in various stages from third parties.

Our research and drug discovery activities are conducted largely on an outsourced basis at facilities owned and operated by independent third party contractors, with oversight and monitoring by our employees. Later in 2015, we intend to develop certain limited internal research, development and pharmaceutical operations capabilities in laboratory space that is currently leased in San Francisco, California.

OUR FINANCIAL HISTORY

We had net income of $276.5 million for the year ended December 31, 2014. Our 2014 results benefited from $307.0 million of milestone payments earned from Astellas as a result of the achievement of defined development and sales milestone events and a discrete tax benefit of $33.4 million as a result of the reversal of our valuation allowance against U.S. Federal and certain state deferred tax assets. We have a history of net losses since our inception through 2013 and have only recently achieved sequential quarters of profitability.

We anticipate that we may incur substantial costs in the foreseeable future as we continue to finance the commercialization of XTANDI in the U.S. market, clinical and preclinical studies of enzalutamide, pidilizumab, and early-stage programs, potential business development activities, and our corporate overhead costs. We have funded our operations primarily through public offerings of our common stock, the issuance of 2.625% convertible senior notes due April 1, 2017, or the Convertible Notes, from upfront, milestone, and cost-sharing payments under collaboration agreements, and subsequent to September 13, 2012, from collaboration revenue related to XTANDI net sales. As of December 31, 2014, we may earn up to $245.0 million of remaining sales milestone payments under the collaboration agreement with Astellas, some or all of which we anticipate could be earned in 2015 or 2016.

INTELLECTUAL PROPERTY

Our success is dependent in part on our ability to protect the products we develop, acquire, or license by obtaining and maintaining patent protection in the United States and in other countries. We rely upon trade secrets, know-how, continuing technological innovations, contractual restrictions and licensing opportunities to develop and maintain our competitive position. We intend to prosecute and defend patents or patent applications we file, acquire, or license.

It is our policy to require our employees and consultants, outside collaborators, and other advisors who receive confidential information from us to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. In addition, the agreements generally provide that all inventions conceived by an employee shall be our property. There can be no assurance, however, that these agreements will provide meaningful protection or adequate remedies for our trade secrets in the event of unauthorized use or disclosure of such information.

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We have an exclusive license to multiple issued patents and pending patent applications covering XTANDI, related compounds and uses thereof, including issued composition of matter patents covering XTANDI in the United States, Europe, and Japan. The terms of these issued XTANDI composition of matter patents expire in 2027 in the United States and in 2026 in Europe and Japan. We also have exclusive intellectual property rights with respect to pidilizumab and other research and drug discovery programs.

XTANDI^® is a registered trademark of Astellas Pharma, Inc. and is referred to as XTANDI throughout this Annual Report.

GOVERNMENT REGULATION

Government authorities in the U.S., at the federal, state and local level, and other countries extensively regulate, among other things, the research, development, testing, manufacture, safety, storage, tracking, recordkeeping, approval, labeling, pricing, promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products. A new drug must be approved by the FDA through the new drug application, or NDA, process and a new biologic must be approved by the FDA through the biologics license application, or BLA, process before it can be legally marketed in the U.S.

Depending on the circumstances, violations of federal and state healthcare laws, including those described below, can result in penalties, including but not limited to criminal, civil and/or administrative penalties, damages, fines, civil monetary penalties, disgorgement, individual imprisonment, the curtailment or restructuring of operations, and exclusion from participation in federal healthcare programs, among others.

FDA Approval Process

In the United States, the FDA regulates drugs under the federal Food, Drug, and Cosmetic Act, or FDCA, and in the case of biologics, also under the Public Health Service Act, or PHSA, and implementing regulations. Failure to comply with applicable U.S. law and regulations at any time during the product development process, approval process, or after approval, may subject a company to a variety of administrative or judicial sanctions, such as FDA refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil penalties, and criminal prosecution. Any agency or judicial enforcement action could have a material adverse effect on us. The process required by the FDA before a drug or biologic may be marketed in the U.S. generally involves the following:

• completion of preclinical laboratory tests, animal studies and formulation studies according to current Good Laboratory Practices or other applicable regulations;

• submission to the FDA of an investigational new drug application, or IND, which must become effective before human clinical trials may begin;

• performance of adequate and well-controlled human clinical trials according to current Good Clinical Practices, or cGCP, to establish the safety and efficacy of the proposed drug for its intended use;

• submission to the FDA of an NDA or BLA after completion of all pivotal clinical trials;

• satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the active pharmaceutical ingredient, or API, and finished drug product is manufactured and tested to assess compliance with current Good Manufacturing Practices, or cGMP; and

• FDA review and approval of the NDA or BLA prior to any commercial marketing or sale of the drug in the United States.

The process of obtaining regulatory approvals and subsequent compliance with appropriate federal, state, local, and foreign statutes and regulations require the expenditure of substantial time and financial resources. Satisfaction of FDA approval requirements typically takes many years and the actual time required may vary substantially based upon the type, complexity, and novelty of the product or disease targeted for treatment.

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Once a pharmaceutical candidate is identified for development, it enters the preclinical testing stage. Preclinical tests include laboratory evaluation of the product candidate, its chemistry, formulation, and toxicity, as well as animal trials to assess its safety and potential efficacy. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND. The sponsor will also include a protocol, detailing, among other things, the objectives of the first phase of the clinical trials, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated, if applicable. Clinical holds may also be imposed by the FDA at any time before or during clinical trials due to safety concerns or non-compliance.

Clinical trials involve the administration of the investigational drug to healthy volunteers or patients under the supervision of a qualified investigator. Clinical trials must be conducted: (1) in compliance with federal regulations; (2) in compliance with cGCP, an international standard meant to protect the rights and health of patients and to define the roles of clinical trial sponsors, administrators, and monitors; as well as (3) under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA as part of the IND.

The FDA may order the temporary or permanent discontinuation of a clinical trial at any time, or impose other sanctions, if it believes that the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial patients. The study protocol and informed consent information for patients in clinical trials must also be submitted to an institutional review board, or IRB, or Ethics Committee, or EC, for approval. An IRB/EC may also require the clinical trial at the site to be halted, either temporarily or permanently, for failure to comply with the IRB/EC’s requirements, or may impose other conditions.

Human clinical trials are typically conducted in three sequential phases, but the phases may overlap or be combined:

Phase 1: The product candidate is initially introduced into healthy human subjects or patients with the target indication and tested for safety, dosage tolerance, absorption, metabolism, distribution, and excretion, and if possible early evidence on effectiveness.

Phase 2: The product candidate is administered to a limited patient population to identify possible adverse side effects and safety risks, to preliminarily evaluate the efficacy of the product candidate for specific target indication and to determine dosage tolerance and optimal dosage.

Phase 3: When Phase 2 evaluations demonstrate that a dosage range of the drug is effective and has an acceptable safety profile, Phase 3 clinical trials are undertaken to confirm the clinical efficacy from Phase 2 and to further test for safety in an expanded population at geographically dispersed clinical trial sites.

During the development of a new drug, sponsors are given opportunities to meet with the FDA at certain points. For example, before proceeding with a Phase 3 trial, sponsors may seek a written agreement upfront from the FDA regarding the adequacy of design and size of a Phase 3 clinical trial that is intended to form the basis of an effectiveness claim. This is known as a Special Protocol Assessment, or SPA. The FDA is required to evaluate the protocol within 45 days of the sponsor’s request to assess whether the proposed trial is adequate. A SPA request must be made before the proposed trial begins, and all open issues must be resolved before the trial begins. If written agreement is reached, it will be documented and made part of the record. The agreement is generally binding on the FDA and may not be changed by the sponsor or FDA after the trial begins except with the written agreement of the sponsor and the FDA if the FDA determines that a substantial scientific issue essential to determining the safety or efficacy of the drug was identified after the testing began or if public health concerns emerge that were unrecognized at the time of the protocol assessment. If the sponsor makes any unilateral changes to the approved protocol, the agreement will be invalidated.

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In the U.S., the results of product development, preclinical studies and clinical trials must be submitted to the FDA for review and approval prior to marketing and commercial distribution of the product candidate. If the product candidate is regulated as a drug, an NDA must be submitted and approved before commercial marketing may begin. If the product candidate, such as an antibody, is regulated as a biologic, a BLA must be submitted and approved before commercial marketing may begin. The NDA or BLA must include a substantial amount of data and other information concerning safety and effectiveness (for a drug) and safety, purity and potency (for a biologic) of the compound from laboratory, animal and clinical testing, as well as data and information on manufacturing, product stability, and proposed product labeling.

Each domestic and foreign manufacturing establishment, including any contract manufacturers that are intended to be used must be listed in the NDA or BLA and must be registered with the FDA. The application will generally not be approved until the FDA conducts a manufacturing inspection, approves the applicable manufacturing process for the drug or biological product, and determines that the facility is in compliance with cGMP requirements. The FDA may also inspect clinical trial sites and will not approve the product unless the clinical trials have been conducted in compliance with cGCP.

The costs of preparing and submitting a NDA or BLA are substantial. In addition, under the Prescription Drug User Fee Act, as amended, or PDUFA, the FDA receives fees for reviewing a NDA or BLA and supplements thereto, as well as annual fees for commercial manufacturing establishments and for approved products. The submission of most NDAs and BLAs is subject to an application user fee of approximately $2.3 million and the manufacturer and/or sponsor under an approved NDA or BLA are also subject to annual product and establishment user fees, currently approximately $110,000 per product and $570,000 per establishment. These fees are typically increased annually.

Once a NDA or BLA is submitted for FDA approval, the FDA will accept the NDA or BLA for filing if deemed complete, thereby triggering substantive review of the application. The FDA can refuse to file any NDA or BLA that it deems incomplete or not properly reviewable. The FDA has 60 days from its receipt of a NDA or BLA to determine whether the application will be accepted for filing. NDAs or BLAs that are accepted for review will receive either standard or priority review. Priority review can be applied to drugs that the FDA determines offer major advances in treatment, or provide a treatment in which no adequate therapy exists. For biologics, priority review is further limited only for drugs intended to treat a serious or life-threatening disease relative to the currently approved products. The FDA has established performance goals for the review of NDAs and BLAs: six months for priority applications and ten months for regular applications, with two additional months added to each period for new molecular entities. However, the FDA is not legally required to complete its review within these periods and these performance goals may change over time. Moreover, the outcome of the review, even if generally favorable, typically is not an actual approval but a “complete response” letter that describes additional work that must be done before the application can be approved. The FDA’s review of an application may involve review and recommendations by an independent FDA advisory committee. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations.

If the FDA approves a product, it will limit the approved therapeutic uses for the product as described in the product labeling, may require that contraindications or warning statements be included in the product labeling, may require that additional studies or clinical trials be conducted following approval as a condition of the approval, may impose restrictions and conditions on product distribution, prescribing or dispensing in the form of a risk evaluation and mitigation strategy, or REMS, or may otherwise limit the scope of any approval. Under REMS, the FDA may impose significant restrictions on distribution and use of a marketed product, may require the distribution of medication guides to patients and/or healthcare professionals or patient communication plans, and may impose a timetable for submission of assessments of the effectiveness of REMS. Once issued, the FDA may withdraw a product approval if compliance with regulatory standards is not maintained, including failure to conduct and submit post-marketing studies, or if problems are identified following initial marketing. The FDA may also impose REMS after product approval, or require labeling changes. In addition, the FDA may require testing and surveillance programs to monitor the effect of approved products that have been commercialize, and the agency has the power to prevent or limit further marketing of a product based on the results of the post-marketing programs.

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Satisfaction of the above FDA requirements or similar requirements of state, local, and foreign regulatory agencies typically takes several years or more and the actual time required may vary substantially, based on the type, complexity and novelty of the product candidate. Government regulation may delay or prevent marketing of potential products for a considerable period of time or permanently and impose costly procedures upon a company’s activities. Even if a product candidate receives regulatory approval, the approval may be significantly limited to specific indications. Further, even after regulatory approval is obtained, later discovery of previously unknown problems with a product may result in restrictions on the product, labeling changes or even complete withdrawal of the product from the market. Delays in obtaining, or failures to obtain and maintain regulatory approvals would harm our business. Marketing our product candidates abroad will require similar regulatory approvals and is subject to similar risks. In addition, we cannot predict what adverse governmental regulations may arise from future U.S. or foreign governmental action.

Abbreviated New Drug Applications and Section 505(b)(2) New Drug Applications

Once a NDA is approved, the product covered thereby becomes a listed drug that can, in turn, be relied upon by potential competitors in support of approval of an abbreviated new drug application, or ANDA, or 505(b)(2) NDA. The FDA may approve an ANDA if the product is the same in important respects as the listed drug or if the FDA has declared it suitable for an ANDA submission. In these situations, applicants must submit studies showing that the product is bioequivalent to the listed drug, meaning that the rate and extent of absorption of the drug does not show a significant difference from the rate and extent of absorption of the listed drug. ANDA applicants are not required to conduct or submit results of preclinical or clinical tests to prove the safety or effectiveness of their drug product, other that the requirement for bioequivalence testing. Conducting bioequivalence testing is generally less time-consuming and costly than conducting pre-clinical and clinical trials necessary to support an NDA. Drugs approved via ANDAs on the basis that they are the “same” as a listed drug are commonly referred to as “generic equivalents” to the listed drug, and can often be and are substituted by pharmacists under prescriptions written for the original listed drug.

In seeking approval for a drug through a NDA, applicants are required to list with the FDA each patent with claims that cover the applicant’s product or method of using the product. Upon approval of a drug, each of the patents listed in the application for the drug is then published in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations, commonly known as the Orange Book. An ANDA applicant relying on a listed drug is required to certify to the FDA concerning any patents for the listed drug product in the FDA’s Orange Book. Specifically, the applicant must certify with respect to each patent that: (1) the required patent information has not been filed; (2) the listed patent has expired; (3) the listed patent has not expired, but will expire on a particular date and approval is sought after patent expiration; or (4) the listed patent is invalid, unenforceable, or will not be infringed by the new product.

A certification that the proposed generic product will not infringe the already approved product’s listed patents, or that such patents are invalid or unenforceable, is called a Paragraph IV certification. If the ANDA applicant does not challenge the listed patents or indicate that it is not seeking approval of a patented method of use, the ANDA application will not be approved until all the listed patents claiming the referenced product have expired.

If the ANDA applicant has provided a Paragraph IV certification to the FDA, the applicant must also send notice of the Paragraph IV certification to the NDA and patent holders once the ANDA has been accepted for filing by the FDA. The NDA and patent holders may then initiate a patent infringement lawsuit in response to the notice of the Paragraph IV certification. The filing of a patent infringement lawsuit within 45 days of the receipt of a Paragraph IV certification automatically prevents the FDA from approving the ANDA until the earlier of 30 months, expiration of the patent, settlement of the lawsuit, or a decision in the infringement case that is favorable to the ANDA applicant.

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The ANDA also will not be approved until any applicable non-patent exclusivity period, such as exclusivity for obtaining approval of a new chemical entity, for the referenced product has expired, unless the exclusivity period protects an indication or other aspect of labeling that can be “carved out” of the labeling for the proposed generic product. Federal law provides a period of five years following approval of a drug containing no previously approved active moiety during which ANDAs for generic versions of those drugs cannot be submitted unless the submission contains a Paragraph IV challenge to a listed patent, in which case the submission may be made four years following the original product approval. Federal law provides for a period of three years of exclusivity during which the FDA cannot grant effective approval of an ANDA if a listed drug contains a previously approved active moiety but FDA requires as a condition of approval new clinical trials conducted by or for the sponsor. This three-year exclusivity period often protects changes to a previously approved product, such as a new dosage form, route of administration, combination, or indication.

Most drug products obtain FDA marketing approval pursuant to an NDA or an ANDA. A third alternative is a special type of NDA, commonly referred to as a Section 505(b)(2) NDA, which enables the applicant to rely, in part, on the FDA’s previous approval of a similar product, or published literature, in support of its application. 505(b)(2) NDAs often provide an alternate path to FDA approval for new or improved formulations or new uses of previously approved products. Section 505(b)(2) permits the filing of an NDA where at least some of the information required for approval comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference. If the 505(b)(2) applicant can establish that reliance on the FDA’s previous approval is scientifically appropriate, it may eliminate the need to conduct certain preclinical or clinical studies of the new product. The FDA may also require companies to perform additional studies or measurements to support the change from the approved product. The FDA may then approve the new product candidate for all or some of the labeled indications for which the referenced product has been approved, as well as for any new indication(s) sought by the Section 505(b)(2) applicant.

To the extent that the Section 505(b)(2) applicant is relying on studies conducted for an already approved product, the applicant is required to certify to the FDA concerning any patents listed for the approved product in the Orange Book to the same extent that an ANDA applicant would be required to do so. As a result, approval of a 505(b)(2) NDA can be prevented until all the listed patents claiming the referenced product have expired, until any non-patent exclusivity, such as exclusivity for obtaining approval of a new chemical entity, listed in the Orange Book for the referenced product has expired, and, in the case of a Paragraph IV certification and subsequent patent infringement suit, until the earlier of 30 months, settlement of the lawsuit or a decision in the infringement case that is favorable to the Section 505(b)(2) applicant.

Biologics Price Competition and Innovation Act

Under the Biologics Price Competition and Innovation Act, or BPCIA, enacted in the United States in 2010, the FDA now has the authority to approve biosimilar and interchangeable versions of previously-approved biological products through an abbreviated pathway following periods of data and marketing exclusivity. Biosimilarity sufficient to reference a prior FDA-approved product requires that there be no differences in condition of use, route of administration, dosage form, and strength, and no clinically meaningful differences between the biological product and the reference product in terms of safety, purity, and potency. In order to meet the standards of interchangeability, a sponsor must demonstrate that the biosimilar product can be expected to produce the same clinical results as the reference product, and for a product that is administered more than once, that the risk of switching between the reference product and the biosimilar product is not greater than the risk of maintaining the patient on the reference product. Such biosimilars would reference biological products approved in the U.S. The law establishes a period of 12 years of data exclusivity for referenced products, which protects the data in the original BLA by prohibiting sponsors of biosimilars from gaining FDA approval based in part on reference to data in the original BLA. Should we obtain product approvals under BLAs, those products could be reference products for such abbreviated BLAs.

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Post-Approval Requirements

After a drug or biologic has been approved by the FDA for marketing, the FDA may require that certain post-approval requirements be satisfied, including the conduct of additional clinical studies or post-marketing testing, known as Phase 4 testing, REMS, and surveillance to monitor the effects of an approved product, or the FDA may place conditions on an approval that could restrict the distribution or use of the product and requires routine pharmacovigilance (post-marketing adverse event monitoring). For example, on February 5, 2015, based upon routine pharmacovigilance review and signal detection, Medivation and Astellas submitted a proposed label change to the FDA after identifying two post-marketing reports of posterior reversible encephalopathy syndrome (PRES) in patients receiving XTANDI. PRES is a rare, reversible, neurological disorder which can present with rapidly evolving symptoms including seizure, headache, confusion, blindness, and other visual and neurological disturbances, with or without associated hypertension. One report of PRES associated with the use of another investigational product was identified in the enzalutamide clinical development program. Because PRES was reported voluntarily from a post-marketing population of uncertain size, it is not possible to reliably estimate the frequency or establish a causal relationship to XTANDI. In addition, certain changes to an approved product, such as adding new indications, making certain manufacturing changes, or making certain additional labeling claims, are subject to further FDA review and approval. Before a company can market products for additional indications, it must obtain additional approvals from the FDA, typically, and requires a new NDA. Seeking approval for a new indication generally requires that additional clinical studies be conducted.

If post-approval conditions are not satisfied, the FDA may withdraw its approval of the drug or biologic. In addition, holders of an approved NDA or BLA are required to (i) report certain adverse reactions to the FDA and maintain pharmacovigilance programs to proactively look for these adverse events; (ii) comply with certain requirements concerning advertising and promotional labeling for their products; and (iii) continue to have quality control and manufacturing procedures conform to cGMPs after approval. The FDA periodically inspects the sponsor’s records related to safety reporting and/or manufacturing facilities, including assessment of ongoing compliance with cGMPs. Accordingly, manufacturers must continue to expend considerable time, money and effort in the areas of production and quality-control to maintain compliance with cGMP. Regulatory authorities may withdraw product approvals or request product recalls if a company fails to comply with regulatory standards, if it encounters problems following initial marketing, or if previously unrecognized problems are subsequently discovered. In addition, prescription drug manufacturers in the United States must comply with applicable provisions of the Drug Supply Chain Security Act and provide and receive product tracing information, maintain appropriate licenses, ensure they only work with properly licensed entities, and have procedures in place to identify and properly handle suspect and illegitimate products.

Expedited Review and Approval

The FDA has various programs, including Fast Track, priority review, and accelerated approval, which are intended to expedite or simplify the process for reviewing drugs, and/or provide for approval on the basis of surrogate endpoints. Even if a drug qualifies for one or more of these programs, the FDA may later decide that the drug no longer meets the conditions for qualification or that the time period for FDA review or approval will not be shortened. Generally, drugs that may be eligible for these programs are those for serious or life-threatening conditions, those with the potential to address unmet medical needs, and those that offer meaningful benefits over existing treatments. For example, Fast Track is a process designed to facilitate the development, and expedite the review, of drugs to treat serious diseases and fill an unmet medical need. The request may be made at the time of IND submission and generally no later than the pre-BLA or pre-NDA meeting. The FDA will respond within 60 calendar days of receipt of the request. Priority review, which is requested at the time of BLA or NDA submission, is designed to give drugs that offer major advances in treatment or provide a treatment where no adequate therapy exists an initial review within six months as compared to a standard review time of ten months. Although Fast Track and priority review do not affect the standards for approval, the FDA will attempt to facilitate early and frequent meetings with a sponsor of a Fast Track designated drug and expedite review of the application for a drug designated for priority review. Accelerated approval provides an earlier approval of drugs to treat serious diseases, and that fill an unmet medical need based on a surrogate endpoint,

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which is a laboratory measurement or physical sign used as an indirect or substitute measurement representing a clinically meaningful outcome. Discussions with the FDA about the feasibility of an accelerated approval typically begin early in the development of the drug in order to identify, among other things, an appropriate endpoint. As a condition of approval, the FDA may require that a sponsor of a drug receiving accelerated approval perform post-marketing clinical trials to confirm the appropriateness of the surrogate marker trial.

Orphan Drug Designation and Exclusivity

Under the Orphan Drug Act, the FDA may grant orphan drug designation to a drug intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the U.S., or more than 200,000 individuals in the U.S. and for which there is no reasonable expectation that the cost of developing and making available in the U.S. a drug for this type of disease or condition will be recovered from sales in the U.S. for that drug. Orphan drug designation must be requested before submitting an NDA or BLA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use will be disclosed publicly by the FDA; the posting will also indicate whether a drug is no longer designated as an orphan drug. More than one product candidate may receive an orphan drug designation for the same indication. Orphan drug designation does not convey any advantage in or shorten the duration of the regulatory review and approval process.

If a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to seven years of orphan product exclusivity. During the seven-year exclusivity period, the FDA may not approve any other applications to market a drug or biological product containing the same active moiety for the same disease, except in very limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity. A product is clinically superior if it is safer, more effective or makes a major contribution to patient care. Thus, orphan drug exclusivity could block the approval of one of our products for seven years if a competitor obtains approval of the same drug as defined by the FDA and we are not able to show the clinical superiority of our drug or if our product candidate’s indication is determined to be contained within the competitor’s product orphan indication. In addition, the FDA will not recognize orphan drug exclusivity if a sponsor fails to demonstrate upon approval that the drug is clinically superior to a previously approved drug containing the same active moiety for the same orphan condition, regardless of whether or not the approved drug was designated an orphan drug or had orphan drug exclusivity.

Advertising and Promotion

Any products distributed by us pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including advertising and promotion restrictions. The FDA’s rules for advertising and promotion require, among other things, that we do not promote our products for unapproved uses and that our promotion be fairly balanced and adequately substantiated by clinical studies. The FDA closely regulates the post-approval marketing and promotion of drugs, including but not limited to, standards and regulations for direct-to-consumer advertising, off-label promotion, industry-sponsored scientific and educational activities and promotional activities involving the internet. The FDA also enforces the requirements of the Prescription Drug Marketing Act, or PDMA, which, among other things, imposes various requirements in connection with the distribution of product samples to physicians.

Drugs may be marketed only for the approved indications and in accordance with the provisions of the approved labeling. Changes to some of the conditions established in an approved application, including changes in indications, labeling, or manufacturing processes or facilities, require submission and FDA approval of a new or supplemental NDA or BLA before the change can be implemented. A NDA or BLA supplement for a new indication typically requires clinical data similar to that in the original application, and the FDA uses the same procedures and actions in reviewing supplements as it does in reviewing NDAs and BLAs.

Anti-Kickback Statutes, Sunshine Act, and Federal False Claims Act

Our business activities, including, but not limited to, research, sales, marketing, promotion, distribution, medical education and other activities are subject to regulation by numerous regulatory and enforcement authorities in the United States in addition to the FDA.

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The Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving, or providing remuneration, directly or indirectly, in cash or in kind, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made under a federal health care program such as Medicare or Medicaid. The definition of “remuneration” has been broadly interpreted to include anything of value, including for example gifts, certain discounts, the furnishing of free supplies, equipment or services, credit arrangements, payment of cash and waivers of payment. Some courts have interpreted the statute’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal health care covered business, the statute has been violated. Penalties for violations include criminal penalties and civil sanctions such fines, imprisonment, and possible exclusion from Medicare, Medicaid and other federal health care programs.

The Anti-Kickback Statute is broad, contains few exceptions, and prohibits many arrangements and practices that are lawful in businesses outside of the healthcare industry. Recognizing that the Anti-Kickback Statute is broad and may technically prohibit many otherwise innocuous or beneficial arrangements, Congress authorized the Office of Inspector General of the U.S. Department of Health and Human Services (“OIG”) to issue a series of regulations known as “safe harbors.” These safe harbors, issued by the OIG beginning in July 1991, set forth final provisions that, if all their applicable requirements are met, will assure health care providers and entities that they will not be prosecuted under the Anti-Kickback Statute. The failure of a transaction or arrangement to fit precisely within one or more safe harbors does not necessarily mean that it is illegal or that prosecution will be pursued. Although there are a number of statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution or other regulatory sanctions, the exceptions and safe harbors are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchasing, or recommending may be subject to scrutiny if they do not qualify for an exception or safe harbor.

Additionally, the intent standard under the Anti-Kickback Statute was amended by the Patient Protection and Affordable Care Act, as amended by the Health Care Education and Reconciliation Act, (collectively, “PPACA”) to a stricter standard such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition, the PPACA codified case law that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purpose of the Federal False Claims Act (“FFCA”).

Many states also have statutes or regulations similar to the Anti-Kickback Statute. Some of these state provisions apply to referral of patients for health care items or services reimbursed by any source, not only the Medicare and Medicaid programs.

Government officials have focused their enforcement efforts on marketing of health care services and products, among other activities, and recently have brought cases against companies, and certain sales, marketing, and executive personnel, for allegedly offering unlawful inducements to potential or existing customers in an attempt to procure their business.

Another development affecting the health care industry is the increased use of the FFCA and in particular, action brought pursuant to the FFCA’s “Whistleblower” or “Qui Tam” provisions. The FFCA imposes liability on any person or entity who, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by the federal government, including a federal health care program, such as Medicare and Medicaid. The qui tam provisions of the FFCA allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share a proportion of any monetary recovery. In recent years, the number of suits brought against health care providers and entities by private individuals has increased dramatically. In addition, various states now have enacted false claims laws analogous to the FFCA, although many of these state laws apply where a claim is submitted to any third-party payer, including private insurance companies, and not merely a federal health care program.

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When a person or entity is determined to have violated the FFCA, it may be required to pay up to three times the actual damages sustained by the government, plus civil penalties. Liability arises, primarily, when an entity knowingly submits or causes another to submit a false claim for reimbursement to the federal government. The federal government has used the FFCA to assert liability on, among other things, the basis of inadequate care, kickbacks, and other improper referrals, and the improper use of Medicare numbers when detailing the provider of services, in addition to the more predictable allegations as to misrepresentations with respect to the services rendered. In addition, the federal government has prosecuted companies under the FFCA in connection with off-label promotion of products. We are unable to predict whether we will be subject to actions under the FFCA or a similar state law, or the impact of such actions. However, the costs of defending such claims, as well as any sanctions imposed, could significantly impact our financial performance.

Additionally, the civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent.

Health Insurance Portability and Accountability Act, or HIPAA, created new federal criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Like the federal Anti-Kickback Statute, the intent standard for certain healthcare fraud statutes under HIPAA was amended by the PPACA, such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

We, and our business activities, are also subject to the federal Physician Payments Sunshine Act, which was within the PPACA. The federal Physician Payments Sunshine Act, and its implementing regulations, require certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report information related to certain payments or other transfers of value provided to physicians and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually certain ownership and investment interests held by physicians and their immediate family members. The final rule which required data collection on all payments and transfers of value took effect on August 1, 2013, and the first reports were due in 2014. The reported information is made publicly available by the Centers for Medicare and Medicaid Services on a searchable website. We are current on all required submissions of information related to federal Physician Payments Sunshine Act.

If our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, including state laws that are similar to the aforementioned federal laws, we may be subject to penalties, including without limitation, civil, criminal and/or administrative penalties, damages, fines, disgorgement, exclusion from participation in government programs, such as Medicare and Medicaid, injunctions, refusal to allow us to enter into government contracts, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

Data Privacy Regulations

In addition, we may be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business. HIPAA as amended by the Health Information Technology and Clinical Health Act, or HITECH, and its implementing regulations, imposes certain federal requirements relating to the privacy, security and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA’s privacy and security standards directly applicable to “business associates” — independent contractors or agents of covered entities that receive or obtain protected health information in

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connection with providing a service on behalf of a covered entity. HITECH also increased the civil and criminal penalties that may be imposed against covered entities, and business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, state laws govern the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), prohibits U.S. companies and their representatives from offering, processing, authorizing or making payments to foreign officials for the purpose of obtaining or retaining business abroad. In many countries, the health care professionals we regularly interact with may meet the definition of a foreign government official for the purposes of the FCPA. The FCPA also requires public companies to make and keep books and records that accurately and fairly reflect their transactions and to devise and maintain an adequate system of internal accounting controls. Our international activities create the risk of unauthorized payments or offers of payments by our employees, consultants, and agents, even though they may not always be subject to our control. We discourage these practices by our employees, consultants, and agents. However, our existing safeguards may prove to be less than effective, and our employees, consultants, and agents may engage in conduct for which we might be held responsible.

Pharmaceutical Coverage, Pricing and Reimbursement

In the United States and internationally, sales of products that we currently market or could market in the future, and our ability to generate revenues on such sales, are dependent, in significant part, on the availability of coverage and adequate reimbursement from third party payors, including federal and state programs such as Medicare and Medicaid, and private organizations such as commercial health insurance and managed care companies. Such third party payors increasingly challenge the price of medicinal products and services and institute cost containment measures to control or significantly influence the purchase of medicinal products and services.

In the U.S., there has been an increased focus on drug pricing in recent years. Although there are currently no direct government price controls over private sector purchases in the U.S., federal legislation requires pharmaceutical manufacturers to pay prescribed rebates on certain drugs to enable them to be eligible for reimbursement under certain public healthcare programs such as Medicaid. Various states have adopted further mechanisms under Medicaid and other programs that seek to control drug prices, including by disfavoring certain higher priced drugs and by seeking supplemental rebates from manufacturers. Managed care has also increased downward pressure on the prices of pharmaceutical products.

Political, economic, and regulatory influences are subjecting the healthcare industry in the United States to fundamental changes. There have been, and we expect there will continue to be, legislation and regulatory proposals to change the healthcare system in ways that could significantly affect our business. For example the PPACA, substantially changes the way healthcare is financed by both government and private insurers. Among other cost containment measures, the PPACA establishes:

• A significant annual, nondeductible fee on any entity that manufactures or imports certain branded prescription drugs and biologics, which is based on the manufacturer’s market share of sales of branded drugs and biologics (excluding orphan drugs) to, or pursuant to coverage under, specified U.S. government programs;

• Medicare Part D coverage gap discount program, in which pharmaceutical manufacturers who wish to have their drugs covered under Part D must offer discounts to eligible beneficiaries during their coverage gap period, or the donut hole; and

• A new formula that increases the rebates a manufacturer must pay under the Medicaid Drug Rebate program.

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In addition, other legislative changes have been proposed and adopted in the United States since the PPACA was enacted. The Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for years 2013 through 2021, was unable to reach the required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions to Medicare payment to providers of up to 2% per fiscal year, which went into effect on April 1, 2013 and will remain in effect through 2024, unless Congressional action is taken. On January 2, 2013, President Obama signed into law the American Tax Payer Relief Act of 2012, which among other things, also reduced Medicare payment to several providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.

As indicated above, the containment of healthcare costs has become a priority of federal, state, and foreign governments and the prices of drugs and biologics has been a focus in this effort. Third-party payors are increasingly challenging the prices charged for medical products and services and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and efficacy. If these third party payors do not consider our products to be cost-effective compared to other available therapies, they may not cover our products after approval as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products at a profit. Third-party payors may provide coverage, but place stringent limitations on such coverage, such as requiring alternative treatments to be tried first. The U.S. government, state legislatures and foreign governments have shown significant interest in implanting cost-containment programs to limit the growth of government-paid health care costs, including price controls, restrictions on reimbursement and requirements for substituting generic equivalents for branded prescription drugs. Adoption of such controls and measures, and tightening of existing policies, could limit payments for our products and could adversely affect our business.

Different pricing and reimbursement schemes exist in other countries. For example, in the European Union, some governments influence the price of pharmaceutical products through reference pricing approaches to pharmaceutical reimbursement for national healthcare systems that fund a large part of the cost of such products to consumers. The approach taken varies from member state to member state. Some jurisdictions operate positive and/or negative list systems under which products may only be marketed once a reimbursement price has been agreed. Other member states allow companies to fix their own prices for medicines, but monitor and control company profits and may limit or restrict reimbursement. The downward pressure on healthcare costs in general, particularly prescription drugs, has become very intense. As a result, increasingly high barriers are being erected to the entry of new products, as exemplified by the National Institute for Health and Care Excellence, or NICE, in the United Kingdom which evaluates the data supporting new medicines and passes reimbursement recommendations to the government. In addition, in some countries cross-border imports from low-priced markets (parallel imports) exert commercial pressure on pricing within a country.

Foreign Regulations

In addition to regulation in the United States, we are subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of products. Whether or not we obtain FDA approval for a drug candidate, we must obtain approval by the comparable regulatory authorities of foreign countries and economic areas, such as the European Union, before we can commence clinical trials or market products in those countries or areas. The approval process and requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from place to place, and the time may be longer or shorter than that required for FDA approval.

Other Applicable Laws

We are also subject to various other federal, state and local laws, including laws regarding working conditions and the storage, transportation, or discharge of items that may be considered hazardous substances, hazardous waste, or environmental contaminants. We monitor our compliance with laws on an ongoing basis.

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As a publicly-traded company, we are also subject to significant regulations and laws, including the Sarbanes-Oxley Act of 2002. Since its enactment, we have developed and instituted a corporate compliance program based on what we believe are current best practices and we continue to update the program in response to newly implemented or changing regulatory requirements.

COMPETITION

The pharmaceutical and biopharmaceutical industries are highly competitive and require an ongoing, extensive search for technological innovation. These industries are characterized by rapidly evolving technologies, intense competition and a strong emphasis on proprietary products. They also require, among other things, the ability to effectively discover, develop, and obtain regulatory approval for products, as well as the ability to effectively commercialize, market, and promote approved products. Once a product is approved, it must compete successfully against other commercial products primarily on efficacy, safety, tolerability, acceptance by physicians, ease of patient compliance, patent protection, ease of use, price, insurance, and other reimbursement coverage, distribution, and marketing.

There are a number of currently marketed therapies for advanced prostate cancer that compete directly with XTANDI. In addition, several companies are currently developing products or are expected to be marketing products that compete or may compete directly with XTANDI in its currently approved indication for mCRPC and any other indication for which enzalutamide may be subsequently approved. Our current and potential future competitors are generally large pharmaceutical companies with considerably greater financial resources, human resources, and experience than ours, including Johnson & Johnson, Sanofi, and Bayer Pharma AG.

Specific products that we believe currently compete or are expected to compete with XTANDI include the following:

• Bicalutamide- Bicalutamide is the current standard of care treatment for pre-chemotherapy mCRPC in the United States, and is widely available in generic form, e.g. Casodex. Bicalutamide’s generic pricing constitutes a competitive advantage relative to any branded drugs that are, or may later be, approved to treat pre-chemotherapy mCRPC.

• Zytiga (abiraterone acetate)-Zytiga (abiraterone acetate) is an oral hormonal therapy that was approved by the FDA in April 2011 for use in combination with the steroid prednisone to treat men with post-chemotherapy mCRPC. In December 2012, the FDA expanded the approval of Zytiga plus prednisone to include treatment of pre-chemotherapy mCRPC patients. XTANDI and Zytiga plus prednisone operate by interfering with the testosterone signaling pathway, the primary pathway that drives growth of prostate cancer cells. Zytiga plus prednisone operates by reducing production of testosterone in the adrenal glands, a secondary source of testosterone production in the body. Zytiga plus prednisone has demonstrated overall survival advantages in both post-chemotherapy and pre-chemotherapy mCRPC patients. We consider Zytiga plus prednisone to be XTANDI’s most direct competitor in the indications for which XTANDI is currently approved in the United States. In addition, according to publicly available records, Johnson & Johnson is conducting a Phase 3 clinical trial of Zytiga plus prednisone in patients with metastatic hormone-sensitive prostate cancer.

• Jevtana (cabazitaxel)-Jevtana (cabazitaxel) is a second-line chemotherapy drug that was approved by the FDA in 2010, and marketed by Sanofi, to treat men with post-chemotherapy mCRPC. Jevtana was shown in clinical studies to prolong survival, but like docetaxel is an infused cytotoxic chemotherapy that entails increased risk of death and other serious adverse events.

• Xofigo (radium RA-223 dichloride)-Xofigo (radium RA-223 dichloride) is a novel radiopharmaceutical injection that was approved by the FDA in May 2013, and marketed by Bayer Healthcare Pharmaceuticals Inc., or Bayer, to treat men with symptomatic mCRPC that has spread to bones but not to other organs. It is intended for men whose cancer has spread after medical or surgical therapy to lower testosterone. Xofigo binds with minerals in the bone to deliver radiation directly to bone tumors, limiting the damage to the surrounding normal tissues.

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• ARN-509- ARN-509 is an investigational drug that operates by interfering with the testosterone signaling pathway. Johnson & Johnson is conducting a Phase 3 clinical trial, among other trials, in non-metastatic CRPC with ARN-509. ARN-509 is a close structural analog of XTANDI, was developed in the same academic laboratory in which XTANDI was developed and was purportedly licensed by UCLA to Aragon Pharmaceuticals, or Aragon, and subsequently acquired by Johnson and Johnson. We have initiated litigation against UCLA, one of its professors and Aragon seeking, among other relief, a declaration that we, and not Aragon, are the proper licensee of ARN-509. For more information about this litigation, see “Legal Proceedings” in Item 3 of Part I below.

• Prostvac- Prostvac is an investigational prostate cancer vaccine that is being investigated for the treatment of asymptomatic or minimally symptomatic mCRPC. Bavarian Nordic is conducting an ongoing pivotal Phase 3 trial that completed enrollment in December 2014. Prostate cancer vaccines operate by enhancing the ability of the body’s immune system to attack and destroy prostate cancer cells.

• ODM-201- ODM-201 is an investigational drug that operates by interfering with the testosterone signaling pathway. Bayer and Orion Corporation are conducting a Phase 3 trial of ODM-201 in men with castration-resistant prostate cancer who have rising PSA levels and non-metastatic CRPC.

• TOK-001- TOK-001 is an investigational drug that operates by interfering with the testosterone signaling pathway. Tokai expects to initiate a Phase 3 pivotal trial in 2015 in patients who test positive for a specific type of androgen receptor (AR) splice variant AR-V7.

• There are numerous other investigational drugs and vaccines in early clinical trials, preclinical development or research being developed by potential competitors.

XTANDI faces and will continue to face intense competition, as we market it in its approved indications, seek additional marketing approvals in new patient populations, and develop it across the prostate cancer treatment paradigm. Our competition will be determined in part by the potential indications for which drugs are developed and ultimately approved by regulatory authorities. Additionally, the timing of market introduction of some of our potential products or of competitors’ products may be an important competitive factor.

With respect to our pidilizumab program, the development and commercialization of pidilizumab will face strong competition from other anti-PD-1 antibodies, which are currently approved and are on the market for some indications and are being developed for additional indications by larger companies with substantial resources and relatively more experience developing, manufacturing, and commercializing biologic molecules. The immuno-oncology field is competitively crowded with biologics molecules and other agents in development for various tumor types and patient populations by larger more experienced companies than ours, such as Bristol Myers Squibb, Roche, and Merck, Inc. This competitive environment could compromise our ability to develop pidilizumab by limiting the availability of clinical trial investigators, sites, and/or appropriate clinical patients, which could slow, delay or limit the progress of pidilizumab’s development. In addition, if we are able to successfully develop pidilizumab and obtain regulatory approval for it in an oncology indication, it will likely face competition from already approved anti-PD-1 molecules and other immuno-oncology molecules and other agents in the same or similar oncology indications.

RESEARCH AND DEVELOPMENT EXPENSE

A significant portion of our operating expense is related to research and development, and we intend to maintain our strong commitment to research and development. Our research and development activities currently include activities related to our XTANDI (enzalutamide), pidilizumab, and early stage programs. For the years ended December 31, 2014, 2013, and 2012, we recorded $189.6 million, $119.0 million, and $95.6 million, respectively, of research and development expenses representing 44%, 40%, and 46% of total operating expenses for the years ended December 31, 2014, 2013, and 2012, respectively. More information regarding our research and development activities can be found in the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under Item 7 of Part II below.

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MANUFACTURING

Pursuant to the Astellas Collaboration Agreement, Astellas has global manufacturing responsibility for XTANDI as currently formulated. Astellas intends to fulfill clinical and commercial requirements of XTANDI largely through third-party contract manufacturers.

We are a party to agreements with contract manufacturers for clinical supply of drug substance for our pidilizumab program. These agreements are managed by professionals within our organization who have expertise in pharmaceutical and biologic manufacturing, product development, logistics and supply chain management, and quality management and supply chain compliance.

We currently do not have specific plans to imminently develop our own manufacturing operations.

EMPLOYEES

As of December 31, 2014, we had 485 full-time employees, none of which are represented by labor unions or covered by collective bargaining agreements. R&D headcount was 221 full-time employees at December 31, 2014 and SG&A headcount was 264 full-time employees at December 31, 2014. We consider our relationships with our employees to be good.

ABOUT MEDIVATION, INC.

We are a corporation formed in Delaware in October 1995, under our former name, Orion Acquisition Corp. II. We, together with our subsidiaries, operate in one business segment. All of our revenue is currently derived from our collaboration agreement with Astellas. Our long-lived assets are primarily located in the United States, except for certain de minimus laboratory equipment. Information regarding our collaboration agreement revenue, profit or loss, and total assets is included in our audited consolidated financial statements in Part II, Item 8 of this Annual Report.

AVAILABLE INFORMATION

We file or furnish electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov. You may also read and copy any of our materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information regarding the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.

We make available on or through our website at www.medivation.com, free of charge, copies of these reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information found on, or that can be accessed through, our website is not incorporated by reference into this Annual Report.

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Item 1A. Risk Factors.

Our business faces significant risks, some of which are set forth below to enable readers to assess, and be appropriately apprised of, many of the risks and uncertainties applicable to the forward-looking statements made in this Annual Report. You should carefully consider these risk factors as each of these risks could adversely affect our business, operating results, cash flows and financial condition. If any of the events or circumstances described in the following risk factors actually occurs, our business may suffer, the trading price of our common stock and our 2.625% convertible senior notes due April 1, 2017, or the Convertible Notes, could decline and our financial condition or results of operations could be harmed. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. These risks should be read in conjunction with the other information set forth in this Annual Report. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not currently known to us, or that we currently believe to be immaterial, may also adversely affect our business.

Risks Related to XTANDI ^® (enzalutamide) capsules

We and Astellas may not be able to further commercialize XTANDI in the United States, and may fail to continue to generate significant revenue from the sale of XTANDI in the United States. XTANDI may fail to obtain regulatory approval, be successfully commercialized and generate significant revenue outside the United States.

We only have one commercial product, XTANDI, which is approved in the United States to treat men with metastatic castration-resistant prostate cancer, or mCRPC. However, the further commercialization of XTANDI in the United States for the treatment of mCRPC and any other patient populations for which XTANDI is being developed and may subsequently be approved, may not be successful for a number of reasons, including:

• we and our collaboration partner, Astellas Pharma, Inc., or Astellas, may not be able to establish or demonstrate in the medical community the safety and efficacy of XTANDI and its potential advantages over, and side effects compared to, competing therapeutics and products currently in clinical development for each applicable patient population;

• our limited experience in marketing XTANDI to urologists;

• reimbursement and coverage policies of government and private payors such as Medicare, Medicaid, insurance companies, health maintenance organizations and other plan administrators;

• the price of XTANDI as compared to alternative treatment options;

• changes or increases in regulatory restrictions;

• changes to the label for XTANDI that further restrict how we and Astellas market XTANDI, including as a result of routine pharmacovigilance activities and/or data collected from the safety study in patients with known risk factor(s) for seizure that the FDA required us to undertake as a post-marketing requirement or from any other ongoing or future studies;

• we and Astellas may not have adequate financial or other resources to successfully commercialize XTANDI; and

• we and Astellas may not be able to obtain adequate commercial supplies of XTANDI to meet demand or at an acceptable cost.

If the further commercialization of XTANDI in the United States is unsuccessful, our ability to generate revenue from product sales and achieve profitability would be adversely affected and our business could be severely negatively impacted.

XTANDI has received marketing approval in the European Union (or Europe, or EU) for the treatment of patients with mCRPC and in Japan for the treatment of patients with castration-resistant prostate cancer, and numerous other countries worldwide

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for mCRPC. Additional marketing applications for the mCRPC indication are under review in numerous other countries. Unless we and Astellas can obtain additional regulatory approval and reimbursement of XTANDI outside the United States, Japan and the EU, Astellas’ ability to successfully commercialize XTANDI further and our ability to generate additional revenue from XTANDI worldwide, could be significantly limited.

XTANDI may fail to compete effectively commercially with other approved products and other products in development.

There are a number of currently marketed therapies for advanced prostate cancer that compete directly with XTANDI. In addition, several companies are currently developing products or are expected to be marketing products in the near future that compete or may compete directly with XTANDI in its currently approved indication for mCRPC and any other indication for which enzalutamide may be subsequently approved. Our current and future competitors are generally large pharmaceutical companies with considerably greater financial resources, human resources, and development and commercialization resources and experiences than ours, including Johnson & Johnson, Sanofi, and Bayer Pharma AG. Some competitive drugs already have acquired substantial shares in these markets or are generic which may make it more difficult for us to compete successfully in these markets notwithstanding any positive results that we may generate from our current or potential future clinical trials for enzalutamide. Also, intense competition from products and compounds in development could impact our ability to successfully conduct upstream clinical trials, as trials may become more difficult to enroll, or complete successfully, as patients may have more treatment options with demonstrated efficacy and safety. Factors upon which XTANDI would have to compete successfully include efficacy, safety, price and cost effectiveness. We cannot guarantee that we and Astellas will be able to compete successfully in the context of any of these factors.

Pricing pressure from third party payors and price competition could substantially impact Astellas’ or our ability to generate revenue from XTANDI and, therefore, negatively impact our business.

The realized price of XTANDI could be subject to pricing pressure from aggressive competitive pricing activity and managed care organizations and institutional purchasers, who use cost considerations to restrict the sale of preferred drugs that their physicians may prescribe. To the extent that payors believe similar lower-priced, branded or generic competitor products may be suitable alternatives for patients, we and our partner Astellas may consider reducing the price of XTANDI or be subject to formulary restrictions, which could result in a loss of sales revenue and/or market share. Additionally, XTANDI currently competes against products and could compete in the future with products marketed by some of the world’s largest and most experienced pharmaceutical companies, such as Johnson & Johnson, who have more resources and greater flexibility to engage in aggressive price competition in order to gain revenues and market share. It is uncertain whether we and Astellas could successfully compete with such competition and our failure to compete or a decision to reduce the price of XTANDI in order to compete could severely impact our business.

Competition from other approved products, including those that mechanistically operate similarly to XTANDI, could negatively impact the expected use or duration of therapy of XTANDI, and impact our ability to generate revenue.

We are competing and will continue to compete against drugs that operate similarly to XTANDI. If XTANDI is unable to successfully compete for a position in the prostate cancer treatment paradigm ahead of drugs like Zytiga and/or potentially ARN-509, which are now being investigated in Phase 3 clinical studies in earlier stage prostate cancer, sales of XTANDI may be negatively impacted. In addition, the availability of multiple other approved agents to treat the same patients being treated with XTANDI could cause the treating physicians to switch patients off of XTANDI and onto competing therapies more quickly than would otherwise be the case, which could also negatively impact XTANDI sales.

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Competition from generic products could potentially harm our business and result in a decrease in our revenue.

Competition from generic products could potentially harm our business and result in a decrease in our revenue. Competition from manufacturers of generic drugs could be a challenge for us, like other branded pharmaceutical companies, and the loss or expiration of intellectual property rights on enzalutamide or a competitor product, such as Zytiga, could adversely affect our business, and could put downward pressure on the price and market share of XTANDI. The patents listed in the Orange Book for the Zytiga product respectively expire in 2016 and 2027. Pursuant to the provisions of the Hatch-Waxman Act, these patents could be challenged by generic manufacturers as early as four years from the initial approval of the Zytiga product in the U.S. Generic products that have already been approved by the FDA, e.g., Casodex, are generally sold at a lower price than branded drugs. See the risk factor below entitled, “Risks Related to the Pharmaceutical Industry, Including the Activities of Medivation, Inc.— If the FDA or other applicable regulatory authorities approve generic products that compete with any of our products or product candidates, the sales of our products or product candidates may be adversely affected,” for additional information regarding general risks related to generic and biosimilar competition in our industry. 

We have recently more significantly focused our marketing efforts in the United States to include urologists. If we are not successful in marketing XTANDI to urologists, the commercial potential of XTANDI may not be realized.

We have recently more significantly focused our sales and marketing efforts in the United States to include urologists as a result of the expanded label of XTANDI in the United States to mCRPC patients who have not received chemotherapy that we and Astellas announced on September 10, 2014. Failure to successfully commercialize XTANDI to urologists would have a negative impact on our business and future prospects.

We are dependent upon our collaborative relationship with Astellas to further develop, fund, manufacture and commercialize XTANDI, and if such relationship is unsuccessful, or if Astellas terminates our collaboration agreement with them, it could negatively impact our ability to conduct our business and generate revenue from XTANDI.

Under our collaboration agreement with Astellas, Astellas is responsible for developing, seeking regulatory approval for, and commercializing XTANDI outside the United States and is responsible globally for all manufacture of product for both clinical and commercial purposes. We and Astellas are jointly responsible for commercializing XTANDI in the United States. We and Astellas share equally the costs (subject to certain exceptions), profits and losses arising from development and commercialization of XTANDI in the United States. For clinical trials useful both in the United States and in Europe or Japan, we are responsible for one-third of the total costs and Astellas is responsible for the remaining two-thirds. We are subject to a number of risks associated with our dependence on our collaborative relationship with Astellas, including:

• Astellas’ right to terminate the collaboration agreement with us on limited notice for convenience (subject to certain limitations), or for other reasons specified in the collaboration agreement;

• the need for us to identify and secure on commercially reasonable terms the services of third parties to perform key activities currently performed by Astellas in the event that Astellas were to terminate its collaboration with us, including development and commercialization activities outside of the United States and manufacturing activities globally;

• adverse decisions by Astellas regarding the amount and timing of resource expenditures for the commercialization of XTANDI;

• failure by Astellas to negotiate favorable coverage determinations and adequate reimbursement rates with third party payors;

• decisions by Astellas to prioritize other of its present or future products more highly than XTANDI for either development and/or commercial purposes;

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• possible disagreements with Astellas as to the timing, nature and extent of our development plans, including clinical trials or regulatory approval strategy, which if we disagree could significantly delay or halt development of XTANDI; and

• the financial returns to us, if any, under our collaboration agreement with Astellas, depend in large part on the achievement of sales milestone payments and the generation of product sales, and if Astellas fails to perform or satisfy its obligations to us, the development or commercialization of XTANDI would be delayed or may not occur and our business and prospects could be materially and adversely affected.

Due to these factors and other possible disagreements with Astellas, we may be delayed or prevented from further developing, manufacturing or commercializing XTANDI or we may become involved in litigation or arbitration, which would be time consuming and expensive.

If Astellas were to terminate our collaborative relationship unilaterally, we would need to undertake development and commercialization activities for XTANDI solely at our own expense and/or seek one or more other partners for some or all of these activities, worldwide. If we pursued these activities on our own, it would significantly increase our capital and infrastructure requirements, might limit the indications we are able to pursue for XTANDI, and could prevent us from effectively commercializing XTANDI. If we sought to find one or more other pharmaceutical company partners for some or all of these activities, we may not be successful in such efforts, or they may result in collaborations that have us expending greater funds and efforts than our current relationship with Astellas.

We are dependent on third party manufacturers for commercial supply of XTANDI and for clinical trial materials and if we fail to receive such adequate supplies, global sales of XTANDI could be limited and clinical trials could be delayed.

We require adequate supplies of enzalutamide for commercial supply of XTANDI, and for use in clinical trials. Under our collaboration agreement, Astellas has the responsibility to manufacture commercial supplies of XTANDI for all markets and provide material for clinical studies. Astellas fulfills its manufacturing and supply obligations largely through third-party contract manufacturers. Consequently, we are, and expect to remain, dependent on Astellas and its contract manufacturers for commercial and clinical trial materials. If Astellas cannot provide the materials on a timely basis due to, for example, raw materials availability, quality issues or failure of the contracting facilities to perform, it could result in decreased sales or put at risk on-going clinical studies. If Astellas or its contract manufacturers do not perform, we may be forced to incur additional expenses, delays, or both, to arrange or take responsibility for contract manufacturers to manufacture or package XTANDI or enzalutamide on our behalf, as we do not have any internal manufacturing or packaging capabilities.

We also rely on our own third-party vendors for clinical supplies. If clinical supplies cannot be provided on a timely basis it could put at risk our sponsored clinical studies with XTANDI or enzalutamide.

In some instances, we and Astellas are dependent on third party suppliers of raw materials, intermediates or finished goods of commercial supplies of XTANDI and clinical trial materials. If any of these suppliers or subcontractors fails to meet our or Astellas’ needs, we may not have readily available alternatives. If we or Astellas experience a material supplier or subcontractor inability to supply, our ability to satisfactorily and timely complete our clinical trial or delivery obligations could be negatively impacted which could result in reduced sales, termination of contracts and damages to our relationships with clinical trial sites and the medical community. We could also incur additional costs to address and resolve such an issue. Any of these events could have a negative impact on our results of operations and financial condition.

We are dependent on Astellas to distribute and sell XTANDI, and if Astellas fails to adequately perform these activities, our business would be negatively impacted.

Under our collaboration agreement with Astellas, we and Astellas have the right to jointly promote XTANDI to customers in the United States. However, Astellas has the sole right to distribute and sell XTANDI

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to customers in the United States and the sole right to promote, distribute and sell XTANDI to customers outside the United States. We are thus partially dependent on Astellas to successfully promote XTANDI in the United States, and solely dependent on Astellas to successfully distribute and sell XTANDI in the United States and to promote, distribute and sell XTANDI outside of the United States. In the United States, we depend on customer support from specialty pharmaceutical distributors and wholesalers in Astellas’ network. Astellas has contracted with a limited number of specialty pharmaceutical distributors and wholesalers to deliver XTANDI to end users. The use of specialty pharmacies and wholesalers requires significant coordination with Astellas’ sales and marketing, medical affairs, regulatory affairs, legal and finance organizations and involves risks, including but not limited to risks that these specialty pharmacies and wholesalers will:

• not provide Astellas accurate or timely information regarding their inventories, patient- or account-level data or safety complaints regarding XTANDI;

• not effectively sell or support XTANDI;

• not devote the resources necessary to sell XTANDI in the volumes and within the timeframes that we expect; or

• cease operations.

We generally do not have control over the resource or degree of effort that any of the specialty pharmacies and distributors may devote to XTANDI, and if their performance is substandard, this will adversely affect sales of XTANDI. If Astellas’ network of specialty pharmacies and distributors fails to adequately perform, it could negatively impact sales of XTANDI, which would negatively impact our business, results of our operations, cash flows and liquidity.

XTANDI may not be commercially successful if not widely-covered and appropriately reimbursed by third-party payors, and we are dependent upon Astellas for the execution of third-party payor access and reimbursement strategies for XTANDI.

Our ability to successfully commercialize XTANDI for its approved indications depends, in part, on the extent to which coverage and adequate reimbursement for XTANDI is available from government and health administration authorities, private health insurers, managed care programs and other third-party payors, both domestically and globally.

In addition, even if third-party payors ultimately elect to cover and reimburse for XTANDI, most payors will not reimburse 100% of the cost, but rather require patients to pay a portion of the cost through a co-payment. Thus, even if reimbursement is available, the percentage of drug cost required to be borne by the patients may make use of XTANDI financially difficult or impossible for certain patients, which would have a negative impact on sales of XTANDI. For example, in the United States there exists a coverage gap, or “donut hole”, in the Medicare Part D coverage for prescription medications for participants, which renews annually each January 1st. While in the donut hole, Medicare Part D participants, including many patients in XTANDI’s approved indication, may have to pay out of pocket a substantial portion of their prescription drug costs, which may discourage physicians from prescribing or patients from accessing XTANDI. It is increasingly difficult to obtain coverage and adequate reimbursement levels from third-party payors, and we may be unable to achieve these objectives. Moreover, our commercial prospects would be further weakened if payors approve coverage for XTANDI only as second- or later-line treatments, or if they place XTANDI in tiers requiring unacceptably high patient co-payments. Since launch, several third-party payors and at least one government payor have approved coverage for XTANDI only after patient treatment on Zytiga plus prednisone. These coverage situations may persist even with expanded indications for XTANDI. Because XTANDI works via a similar molecular signaling pathway as Zytiga does, patients who have already failed treatment with Zytiga may not have as strong a response on XTANDI as would patients who are Zytiga-naïve. Failure to overturn coverage decisions or stop additional coverage decisions could materially harm our (or our partner’s) ability to successfully market XTANDI in the United States. Achieving coverage and acceptable reimbursement levels typically involves negotiating with individual payors and is a time-consuming and costly process. Therefore, obtaining acceptable coverage and

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reimbursement from one payor does not guarantee similar acceptable coverage or reimbursement from another payor. Additionally, even if favorable coverage and adequate reimbursement levels are achieved, the payor may change its decision in the future. We are dependent upon Astellas globally for the achievement of such coverage and acceptable reimbursement, and for negotiation with individual payors.

We and Astellas are required to undertake certain studies to comply with post-marketing requirements or commitments in the EU and the United States, which could result in adverse modifications to XTANDI’s existing labeling, and risk XTANDI’s ability to obtain additional regulatory approvals for additional patient populations.

In the EU, we and Astellas are required to collect efficacy data on mCRPC patients previously treated with Zytiga to determine XTANDI’s efficacy response in such patients, which we do not expect to be as good as in patients naïve to Zytiga. In the United States, we and Astellas are required to conduct an open-label safety study of XTANDI in patients with known risk factor(s) for seizure and to report the results of that study to the FDA in 2019. If the results of this study reveal unacceptable safety risks, this could result in decreased commercial utilization of XTANDI for mCRPC patients in the United States and in the EU, failure to obtain approval in other indications (including breast cancer), and modifications to the existing label for XTANDI, including potentially a boxed warning, or additional clinical testing. Any one or more of these outcomes would seriously harm our business. Additionally, we could receive additional post-marketing requirements as we seek approval of XTANDI in additional patient populations. Failure to conduct the post-marketing requirements or commitments in a timely manner may result in withdrawal of approval for XTANDI and substantial civil and/or criminal penalties.

If significant patient safety issues arise for XTANDI or our product candidates, our future sales may be reduced, which would adversely affect our results of operations.

The data supporting the marketing approvals for our products and forming the basis for the safety warnings in our product labels were obtained in controlled clinical trials of limited duration and, in some cases, from post-approval use. As our products are used over longer periods of time by many patients with underlying health problems, taking numerous other medicines, we expect to continue to find new issues such as safety, resistance or drug interactions of XTANDI or in other products, which may require us to provide additional warnings or contraindications on our labels or narrow our approved indications, each of which could reduce the market acceptance of these products.

Regulatory authorities have been moving towards more active and transparent pharmacovigilance and are making greater amounts of stand-alone safety information directly available to the public through websites and other means, e.g. periodic safety update report summaries, risk management plan summaries and various adverse event data. Safety information, without the appropriate context and expertise, may be misinterpreted and lead to misperception or legal action which may potentially cause our product sales or stock price to decline.

Further, if serious safety, resistance or drug interaction issues arise with XTANDI, product sales could be limited or halted by us or by regulatory authorities and our results of operations would be adversely affected.

XTANDI and any other product candidates that may receive regulatory approval in the future will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense as well as significant penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products and product candidates.

We are required to monitor the safety and efficacy of XTANDI and any other products candidates that are approved by the FDA. In addition, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion, import, export and recordkeeping for any approved products, such as XTANDI, will be subject to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information and reports, registration and listing, as well as

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continued compliance with current good clinical practices, or cGCP, for any clinical trials that we conduct post-approval. We and our contract manufacturers will be subject to periodic unannounced inspections by the FDA to monitor and ensure compliance with cGMPs. We must also comply with requirements concerning advertising and promotion for XTANDI and any other product candidates for which we obtain marketing approval in the future. Promotional communications with respect to prescription drugs, including biologics, are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved labeling. Thus, we will not be able to promote XTANDI or any other products candidates for which we might obtain approval in the future for indications or uses for which they are not approved. Later discovery of previously unknown problems with XTANDI or any other product candidate for which we might obtain approval in the future, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

• restrictions on our ability to conduct clinical trials, including full or partial clinical holds on ongoing or planned trials;

• restrictions on such products’ manufacturing processes;

• restrictions on the marketing of a product;

• restrictions on product distribution;

• requirements to conduct post-marketing clinical trials;

• untitled or warning letters;

• withdrawal of the products from the market;

• refusal to approve pending applications or supplements to approved applications that we submit;

• recall of products;

• fines, restitution or disgorgement of profits or revenue;

• suspension or withdrawal of regulatory approvals;

• refusal to permit the import or export of our products;

• product seizure;

• injunctions;

• imposition of civil penalties; or

• criminal prosecution.

The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could affect the marketing of XTANDI or prevent, limit or delay regulatory approval of our other product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability.

Risks Related to our License and Manufacturing and Supply Agreement with CureTech, Ltd.

The clinical molecule pidilizumab licensed from CureTech is a biologic molecule, and we do not have long-standing experience or expertise in the development, manufacture, or commercialization of biologic molecules.

Under the license agreement, we will be responsible for all development, manufacturing, and commercialization activities for pidilizumab for all indications, including in oncology. We have limited history,

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experience, or expertise in the development, manufacturing and commercialization, including regulatory interactions, commercial manufacturing, and distribution of biologic molecules, like pidilizumab.

The successful development, testing, manufacturing and commercialization of biologics involves a long, expensive, and uncertain process. There are unique risks and uncertainties with biologics, including:

• The development, manufacturing and marketing of biologics are subject to regulation by the FDA, the EMA, and other regulatory bodies. These regulations are often more complex and extensive than the regulations applicable to other pharmaceutical products;

• Manufacturing biologics, especially in large quantities, is often complex and may require the use of innovative technologies to handle living micro-organisms. Each lot of an approved biologic must undergo thorough testing for identity, strength, quality, purity and potency. Manufacturing biologics requires facilities specifically designed for and validated for this purpose, and sophisticated quality assurance and quality control procedures are necessary. Slight deviations anywhere in the manufacturing process, including filling, labeling, packaging, storage and shipping and quality control and testing, may result in lot failures, product recalls or spoilage. When changes are made to the manufacturing process, we may be required to provide preclinical and clinical data showing the comparable identity, strength, quality, purity or potency of the products before and after such changes; and

• The use of biologically derived ingredients can lead to allegations of harm, including infections or allergic reactions, or closure of product facilities due to possible contamination. Any of these events could result in substantial costs.

We are currently dependent on CureTech to produce clinical supply of pidilizumab. If CureTech fails to manufacture clinical supply of pidilizumab in accordance with our requirements, our ability to conduct clinical trials could be delayed or otherwise negatively impacted.

Our failure to successfully develop, manufacture, or commercialize pidilizumab could significantly impact our ability to generate value from the License Agreement with CureTech.

The development and commercialization of pidilizumab may face strong competition from other anti-PD-1 antibodies, which have already received marketing approval and are being developed for additional indications, as well as by larger companies with substantial resources and relatively more experience developing, manufacturing, and commercializing biologic molecules.

The immuno-oncology field is competitively crowded with biologics molecules and other agents, including anti-PD-1 antibodies like pidilizumab, currently approved and on the market or in development for various tumor types and patient populations by larger more experienced companies than ours, such as Bristol Myers Squibb, Roche, and Merck, Inc. This competitive environment could compromise our ability to develop pidilizumab by limiting the availability of clinical trial investigators, sites, and/or appropriate clinical patients, which could slow, delay or limit the progress of pidilizumab’s development. In addition, if we are able to successfully develop pidilizumab and obtain regulatory approval for it in an oncology indication, it will likely face competition from already approved anti-PD-1 molecules and other agents in the same or similar oncology indications. This could significantly limit our ability to generate revenue with pidilizumab. While we have some experience developing and in certain aspects of the commercialization of small molecule products, we may be required to hire additional qualified employees with experience in the development, manufacturing, and commercialization, including regulatory interactions, commercial manufacturing, and distributing biological molecules, like pidilizumab. Many of our competitors are large, multinational pharmaceutical and biotechnology companies with considerably more resources and experience with biological molecules than us.

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Risks Related to Our Future Product Development Candidates

Our business strategy depends on our ability to identify and acquire additional product candidates which we may never acquire or identify for reasons that may not be in our control, or are otherwise unforeseen or unforeseeable to us.

A key component of our business strategy is to diversify our product development risk by identifying and acquiring new product opportunities for development. However, we may not be able to identify promising new technologies. In addition, the competition to acquire promising biomedical technologies is fierce, and many of our competitors are large, multinational pharmaceutical, biotechnology and medical device companies with considerably more financial, development and commercialization resources and experience than we have. Thus, even if we succeed in identifying promising technologies, we may not be able to acquire rights to them on acceptable terms or at all. If we are unable to identify and acquire new technologies, we will be unable to diversify our product risk. We believe that any such failure would have a significant negative impact on our prospects.

Pharmaceutical and biological product candidates require extensive, time-consuming and expensive preclinical and clinical testing to establish safety and efficacy, and regulatory approval. If we are unable to successfully develop and test our product candidates, we will not be successful.

The research and development of pharmaceuticals and biological products is an extremely risky industry. Only a small percentage of product candidates that enter the development process ever receive regulatory approval. The process of conducting the preclinical and clinical testing required to establish safety and efficacy and obtain regulatory approval is expensive and uncertain and takes many years. If we are unable to complete preclinical or clinical trials of current or future product candidates, due to safety concerns with a product candidate, or if the results of these trials are not satisfactory to convince regulatory authorities of their safety or efficacy, we will not be able to obtain regulatory approval for commercialization. We cannot be certain if any of our product candidates will be approved by regulatory authorities. Furthermore, even if we are able to obtain regulatory approvals for any of our product candidates, those approvals may be for indications that are not as broad as desired or may contain other limitations that would adversely affect our ability to generate revenue from sales of those products. If this occurs, our business would be materially harmed and our ability to generate revenue would be severely impaired.

Enrollment and retention of patients in clinical trials is an expensive and time-consuming process, could be made more difficult or rendered impossible by competing treatments or clinical trials of competing drugs in the same or other indications, and could result in significant delays, cost overruns, or both, in our product development activities, or in the failure of such activities.

We may encounter delays in enrolling, or be unable to enroll, a sufficient number of patients to complete any of our clinical trials, and even once enrolled we may be unable to retain a sufficient number of patients to complete any of our trials. Patient enrollment and retention in clinical trials depends on many factors, including the size of the patient population, the nature of the trial protocol, the existing body of safety and efficacy data with respect to the study drug, the number and nature of competing treatments and ongoing clinical trials of competing drugs for the same indication, the proximity of patients to clinical sites and the eligibility criteria for the study. Furthermore, any negative results we may report in clinical trials of enzalutamide or any potential future product candidates may make it difficult or impossible to recruit and retain patients in other clinical studies of that same product candidate. Delays or failures in planned patient enrollment and/or retention may result in increased costs, program delays or both, which could have a harmful effect on our ability to develop enzalutamide or any product candidates, or could render further development impossible.

Our reliance on third parties for the operation of our business may result in material delays, cost overruns and/or quality deficiencies in our development programs.

We currently rely on third party vendors to perform key product development tasks, such as conducting preclinical and clinical studies and manufacturing our product candidates at appropriate scale for preclinical and clinical trials. In addition, we currently rely on Astellas and its third party vendors to supply commercial

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quantities of XTANDI. To manage our business successfully, we will need to identify, engage and properly manage qualified third party vendors that will perform these development and manufacturing activities. For example, we need to monitor the activities of our vendors closely to ensure that they are performing their tasks correctly, on time, on budget and in compliance with strictly enforced regulatory standards. Our ability to identify and retain key vendors with the requisite knowledge is critical to our business and the failure to do so could negatively impact our business. Because all of our key vendors perform services for other clients in addition to us, we also need to ensure that they are appropriately prioritizing our projects. If we fail to manage our key vendors well, we could incur material delays, cost overruns or quality deficiencies in our development and commercialization programs, as well as other material disruptions to our business.

Risks Related to the Operation of our Business

We have a history of net losses and we may incur substantial costs in the foreseeable future as we continue our development and commercialization activities and may never achieve, maintain, or increase profitability to the degree contemplated on a quarterly or annual basis.

We have incurred significant losses since our inception through 2013 and have only recently achieved sequential quarters of profitability. We have incurred significant costs principally from funding our research and development activities, from general and administrative expenses and from our XTANDI commercialization activities. We may incur substantial costs in the foreseeable future as we continue to finance the commercialization of XTANDI in the U.S. market, clinical and preclinical studies of enzalutamide, pidilizumab and early stage programs, potential business development activities, and our corporate overhead costs, which could impact our ability to achieve, maintain, or increase profitability on a quarterly or annual basis. Our ability to generate revenue sufficient to offset these costs in order to achieve, maintain, or increase profitability on a quarterly or annual basis is dependent on our ability, alone or with collaboration partners, to successfully commercialize products for which we receive marketing approval.

Our operating results are unpredictable and may fluctuate. If our operating results are below the expectations of securities analysts or investors, the market value of our common stock and the trading price of the Convertible Notes could decline.

Our operating results are difficult to predict and will likely fluctuate from quarter to quarter and year to year. Due to the competitive market for mCRPC therapies, XTANDI sales will be difficult to predict from period to period. As a result, you should not rely on XTANDI sales results in any period as being indicative of future performance and sales of XTANDI may be below the expectation of securities analysts or investors in the future. Additionally, you should not place undue reliance on the forward-looking statements about expectations for future XTANDI sales from our partner Astellas, as we may not agree with such statements, or from us, as XTANDI sales results are difficult to predict. We believe that our quarterly and annual results of operations may be affected by a variety of factors, including:

• the level of demand for XTANDI;

• the extent to which coverage and reimbursement for XTANDI is available from government and health administration authorities, private health insurers, managed care programs and other third-party payors;

• the timing, cost and level of investment in our and Astellas’ sales and marketing efforts to support XTANDI sales;

• the timing, cost and level of investment in our research and development activities involving XTANDI and our product candidates;

• the cost of manufacturing XTANDI, and the amount of legally mandated discounts to government entities, other discounts and rebates, product returns and other gross-to-net deductions;

• the risk/benefit profile, cost and reimbursement of existing and potential future drugs which compete with XTANDI;

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• the timeliness and accuracy of financial information we receive from Astellas regarding XTANDI net sales globally, and shared U.S. development and commercialization costs for XTANDI incurred by Astellas, including the accuracy of the estimates Astellas uses in calculating any such financial information including for gross to net revenue adjustments;

• inventory levels at pharmaceutical wholesalers and distributors;

• expenditures that we will or may incur to acquire or develop additional technologies, product candidates and products; and

• the impact of fluctuations in foreign currency exchange rates.

In addition, our collaboration revenue will also depend on the achievement of sales milestones that trigger milestone payments under our existing collaboration with Astellas, as well as any upfront and milestone payments under potential future collaboration and license agreements. These upfront and milestone payments may vary significantly from quarter to quarter and any such variance could cause a significant fluctuation in our operating results from one quarter to the next. Further, we measure compensation cost for stock-based awards made to employees at the grant date of the award, based on the fair value of the award, and recognize the cost as an expense over the employee’s requisite service period. As the variables that we use as a basis for valuing these awards change over time, including our underlying stock price and stock price volatility, the magnitude of the expense that we must recognize may vary significantly.

For these and other reasons, it is difficult for us to accurately forecast future profits or losses. As a result, it is possible that in some quarters our operating results could be below the expectations of securities analysts or investors.

Sales fluctuations of XTANDI as a result of inventory levels at pharmaceutical wholesalers and distributors may cause our revenue to fluctuate, which could adversely affect our financial results, the market value of our common stock and the trading price of our Convertible Notes.

The pharmaceutical wholesalers and distributors with whom Astellas has entered into inventory management agreements make estimates to determine end user demand and may not be completely effective in matching their inventory levels to actual end user demand. As a result, changes in inventory levels held by those wholesalers and distributors can cause our operating results to fluctuate unexpectedly if sales of XTANDI to these wholesalers do not match end user demand. Adverse changes in economic conditions or other factors may cause wholesalers and distributors to reduce their inventories of XTANDI. As inventory of XTANDI in the distribution channel fluctuates from quarter to quarter, we may see fluctuations in collaboration revenue from XTANDI sales.

A significant and growing amount of revenue we generate is in other than U.S. dollars, which exposes us to foreign exchange risk.

A significant and growing amount of our collaboration revenue is generated from royalties on ex-U.S. sales of XTANDI. The royalties we receive from Astellas on net sales of XTANDI outside of the United States are calculated by converting the respective countries’ XTANDI net sales in local currency to U.S. dollars. The royalties are paid to us in U.S. dollars on a quarterly basis. A strengthening of the U.S. dollar compared to current exchange rates, would likely result in lower collaboration revenue related to ex-U.S. XTANDI sales than otherwise would have been reported as a result of such unfavorable exchange rate movements.

We currently do not actively hedge our exposures to fluctuations in foreign currency. Depending on the size of the exposures and the relative movements of exchange rates, if we choose not to hedge or fail to hedge effectively our exposure, we could experience adverse effects on our financial statements and financial condition.

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If we fail to attract and keep senior management personnel, we may be unable to successfully develop our product candidates, including the continued development activities for enzalutamide, identify and acquire promising new technologies, conduct our clinical trials, and commercialize our products, and our business could be harmed.

Our future success depends upon the continued services of our executive officers and our ability to attract, retain, and motivate highly qualified management to oversee our business. We are particularly dependent on the continued services of David Hung, M.D., our president and chief executive officer and a member of our board of directors. Dr. Hung identified enzalutamide for acquisition and has primary responsibility for identifying and evaluating other potential product candidates. We believe that Dr. Hung’s services in this capacity would be difficult to replace. None of our executive officers is bound by an employment agreement for any specific term, and they may terminate their employment at any time. The loss of the services of any of our executive officers could delay or prevent the successful commercialization of XTANDI and continued development activities for enzalutamide and other product candidates, and adversely affect or preclude the identification and acquisition of new product candidates, either of which events could harm our business.

Although we have not historically experienced unique difficulties attracting and retaining qualified employees, we could experience such problems in the future. For example, competition for qualified personnel in the biotechnology and pharmaceutical fields is intense, especially in the San Francisco Bay Area. In addition, we will need to hire additional personnel as we expand our clinical development and commercial activities. We may not be able to attract and retain quality personnel on acceptable terms.

We may encounter difficulties in managing our growth and expanding our operations successfully.

Our business has experienced significant growth, which we expect will continue as we expand our commercialization efforts for XTANDI, seek to advance our product candidates through clinical trials, and integrate our potential business development activities. We expect that we will need to expand our development, regulatory, manufacturing, and commercial capabilities or contract with third parties to provide certain of these activities for us. As our operations expand, we expect that we will need to manage additional relationships with various strategic partners, suppliers and other third parties. Future growth may impose significant added responsibilities on members of management. Our future financial performance and our ability to develop and commercialize our product candidates and to compete effectively will depend, in part, on our ability to manage any future growth effectively. To that end, we must be able to manage our commercialization and development activities and clinical trials effectively and hire, train and integrate additional personnel. We may not be able to accomplish these tasks, and our failure to accomplish any of them could prevent us from successfully growing our company.

Our significant level of indebtedness and lease obligations could adversely affect our financial condition. In addition, we may not have sufficient funds to service our indebtedness and lease obligations when payments are due.

At December 31, 2014, we had outstanding $258.7 million of the Convertible Notes, and approximately $64.7 million of minimum lease commitments. We may also incur additional indebtedness to meet future financing needs, including for example in connection with business development activities, to refinance existing debt, and for other general corporate purposes. Our substantial indebtedness could have significant effects on our business, results of operations and financial condition. For example, it could:

• make it more difficult for us to satisfy our financial obligations, including with respect to the Convertible Notes and leases;

• increase our vulnerability to general adverse economic, industry and competitive conditions;

• reduce the availability of our cash resources to fund our operations because we will be required to dedicate a substantial portion of our cash resources to the payment of principal and interest on our indebtedness and lease payments;

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• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• prevent us from raising funds to redeem or repurchase the Convertible Notes;

• place us at a competitive disadvantage compared to our competitors that are less highly leveraged and that, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploring; and

• limit our ability to obtain additional financing.

Each of these factors may have a material and adverse effect on our financial condition and viability.

We may need additional funds to support our operations, and such funding may not be available to us on acceptable terms, or at all, which would force us to delay, scale back or eliminate some or all of our development programs and other operations, restructure or refinance our indebtedness, or any combination of the foregoing. Raising additional capital may subject us to unfavorable terms, cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our product candidates and technologies.

We require significant capital to fund our operations. We have historically funded our operations primarily through public offerings of our common stock, the issuance of the Convertible Notes, and from the upfront, milestone, and costs-sharing payments under agreements with our current and former collaboration partners and, subsequent to September 13, 2012, from collaboration revenue related to XTANDI net sales. At December 31, 2014, we had cash and cash equivalents totaling $502.7 million available to fund our operations. We expect to spend substantial amounts of capital for our operations in the future. Based on our current expectations, we believe our capital resources at December 31, 2014 will be sufficient to fund our currently planned operations for at least the next twelve months. This estimate is based on a number of assumptions that may prove to be wrong, including assumptions regarding the amount and timing of net sales of XTANDI, potential XTANDI approvals in new markets and for other indications, and potential receipt of profit sharing, royalty, and milestone payments under our Astellas Collaboration Agreement, and we could exhaust our available cash and cash equivalents earlier than currently anticipated. For example, we may be required or choose to seek additional capital to fund the costs of commercialization of XTANDI in the United States, to expand our preclinical and clinical development activities for enzalutamide and pidilizumab and other existing or potential future product candidates, to fund business acquisitions, investments or to in-license technologies, if we face challenges or delays in connection with our clinical trials, to maintain minimum cash balances that we deem reasonable and prudent, or in the event a fundamental change occurs under the terms of the Convertible Notes, which would give the holders of the Convertible Notes the right to require us to purchase their Convertible Notes in cash or if we elect to redeem all or part of the Convertible Notes for cash if they meet the technical requirements of redemption beginning April 6, 2015. Our ability to raise additional funds on acceptable terms will be dependent on the climate of worldwide capital markets, which could be challenging.

We may have additional tax liabilities.

We are subject to income taxes in various jurisdictions. Significant judgment is required in determining our provision for income taxes and other tax liabilities. Our effective income tax rate in the future is subject to volatility and could be adversely affected by a number of factors, including: interpretations of existing tax laws; changes in tax laws and rates; future levels of research and development expenditures; changes in the mix of earnings in countries with differing statutory tax rates in which we may conduct business, changes in the valuation of deferred tax assets and liabilities; state income taxes; the tax impact of stock-based compensation; changes in estimates of prior years’ items; tax costs for acquisition-related items; changes in accounting standards; and overall levels of income before taxes. The impact of our income tax provision resulting from these items may be significant and could have a negative impact on our net income.

We are also subject to non-income based taxes, such as payroll, sales, use, net worth, property, and goods and services taxes in the United States. We may have additional exposure to non-income based tax liabilities.

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We are regularly subject to audits by tax authorities in the jurisdictions in which we conduct business. Although we believe our tax positions are reasonable, the final outcome of tax audits and related litigation could be materially different than that reflected in our historical income tax provisions and accruals, and we could be subject to assessments of additional taxes and/or substantial fines or penalties. The resolution of any audits or litigation could have an adverse effect on our financial position and results of operations.

We and our subsidiaries are engaged in a number of intercompany transactions. Although we believe that these transactions reflect arm’s length terms and that proper transfer pricing documentation is in place, which should be respected for tax purposes, the transfer prices and terms and conditions of such transactions may be scrutinized by tax authorities, which could result in additional tax and/or penalties becoming due.

Intellectual property protection for our product candidates is crucial to our business, and is subject to a significant degree of legal risk, particularly in the life sciences industry.

The success of our business will depend in part on our ability to maintain and obtain intellectual property protection, primarily patent protection for the XTANDI product and any potential future product candidates, as well as successfully asserting and defending these patents against third-party challenges. We and our collaborators will only be able to protect the XTANDI product and our potential future product candidates from unauthorized commercialization by third parties to the extent that valid and enforceable patents or trade secrets cover them. Furthermore, future protection of our proprietary rights is uncertain because legal means may afford only limited protection and may not adequately protect our rights or permit us or our potential future collaborators to gain or keep our competitive advantage.

The patent positions of life sciences companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. Further, changes in either the patent laws or in interpretations of patent laws in the United States or other countries may diminish the value of our intellectual property rights. Accordingly, we cannot predict the breadth of claims that may be granted or enforced for our patents or for third-party patents that we have licensed. For example:

• we or our licensors might not have been the first to make the inventions covered by each of our pending patent applications and issued patents;

• we or our licensors might not have been the first to file patent applications for these inventions;

• others may independently develop similar or alternative technologies or duplicate any of our technologies;

• it is possible that none of our pending patent applications or the pending patent applications of our licensors will result in issued patents;

• our issued patents and future issued patents, or those of our licensors, may not provide a basis for protecting commercially viable products, may not provide us with any competitive advantages, or may be challenged by third parties and invalidated or rendered unenforceable; and

• we may not develop additional proprietary technologies or product candidates that are patentable.

Further, even if we can obtain protection for and defend the intellectual property position of the XTANDI product or any potential future product candidates, we or any of our potential future collaborators still may not be able to exclude competitors from developing or marketing competing drugs. Should this occur, we and our potential future collaborators may not generate any revenues or profits from the XTANDI product or any potential future product candidates or our revenue or profits would be significantly decreased.

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We could become subject to litigation or other challenges regarding intellectual property rights, which could divert management attention, cause us to incur significant costs, prevent us from selling or using the challenged technology and/or subject us to competition by lower priced generic products.

Generic and other pharmaceutical manufacturers are and have been very aggressive in challenging the validity of patents held by proprietary pharmaceutical companies, especially if these patents are commercially significant. We are facing two pre-grant patent oppositions in India, and we may face additional challenges to our existing or future patents covering the XTANDI product or any potential future product candidates. If a generic pharmaceutical company or other third party were able to successfully invalidate any of our present or future patents, the XTANDI product and any potential future product candidates that may ultimately receive marketing approval could face additional competition from lower-priced generic products that would result in significant price and revenue erosion and have a significantly negative impact on the commercial viability of the affected product candidate(s).

In the future, we may be a party to litigation to protect our intellectual property or to defend our activities in response to alleged infringement of a third party’s intellectual property. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation, or a narrowing of the scope, of our proprietary rights. These lawsuits, regardless of their success, would likely be time-consuming and expensive to litigate and resolve and would divert management time and attention. Any potential intellectual property litigation also could force us or our licensees to do one or more of the following:

• discontinue our products that use or are covered by the challenged intellectual property; or

• obtain from the owner of the allegedly infringed intellectual property right a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all.

If we or our licensees are forced to take any of these actions, our business may be seriously harmed. Although we carry general liability insurance, our insurance does not cover potential claims of this type.

In addition, our patents and patent applications, or those of our licensors, could face other challenges, such as interference proceedings, opposition proceedings, re-examination proceedings, inter parties review, post-grant review, derivation proceedings and pre-grant submissions. Any such challenge, if successful, could result in the invalidation of, or in a narrowing of the scope of, any of our patents and patent applications subject to the challenge. Any such challenges, regardless of their success, would likely be time-consuming and expensive to defend and resolve and would divert our management’s time and attention.

We may in the future initiate claims or litigation against third parties for infringement to protect our proprietary rights or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors. These claims could result in costly litigation and the diversion of our technical and management personnel and we may not prevail in making these claims.

We rely on license agreements for certain aspects of our product candidates and our technology, and failure to meet our obligations under those agreements could severely negatively impact our business, and ability to generate revenue.

We have entered into agreements with third-party commercial and academic institutions to license intellectual property rights and technology. For example, we have a license agreement with UCLA pursuant to which we were granted exclusive worldwide rights to certain UCLA patents related to XTANDI and a family of related compounds. Some of these license agreements, including our license agreement with UCLA, contain diligence and milestone-based termination provisions, in which case our failure to meet any agreed upon diligence requirements or milestones may allow the licensor to terminate the agreement. If our licensors terminate our license agreements or if we are unable to maintain the exclusivity of our exclusive license

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agreements, we may be unable to continue to develop and commercialize XTANDI or any potential future product candidates based on licensed intellectual property rights and technology.

In the future, we may need to obtain additional licenses of third-party technology that may not be available to us or are available only on commercially unreasonable terms, and which may cause us to operate our business in a more costly or otherwise adverse manner that was not anticipated.

From time to time we may be required to license technology from additional third parties to further develop XTANDI and any future product candidates. Should we be required to obtain licenses to any third-party technology, including any such patents based on biological activities or required to manufacture our product candidates, such licenses may not be available to us on commercially reasonable terms, or at all. The inability to obtain any third-party license required to develop any of our product candidates could cause us to abandon any related development efforts, which could seriously harm our business and operations.

We may become involved in disputes with Astellas or any potential future collaborators over intellectual property ownership, and publications by our research collaborators and scientific advisors could impair our ability to obtain patent protection or protect our proprietary information, which, in either case, could have a significant impact on our business.

Inventions discovered under research, material transfer or other such collaboration agreements, including the Astellas Collaboration Agreement, may become jointly owned by us and the other party to such agreements in some cases and the exclusive property of either party in other cases. Under some circumstances, it may be difficult to determine who owns a particular invention, or whether it is jointly owned, and disputes could arise regarding ownership of those inventions. These disputes could be costly and time consuming and an unfavorable outcome could have a significant adverse effect on our business if we were not able to protect or license rights to these inventions. In addition, our research collaborators and scientific advisors generally have contractual rights to publish our data and other proprietary information, subject to our prior review. Publications by our research collaborators and scientific advisors containing such information, either with our permission or in contravention of the terms of their agreements with us, may impair our ability to obtain patent protection or protect our proprietary information, which could significantly harm our business.

Trade secrets may not provide adequate protection for our business and technology.

We also rely on trade secrets to protect our technology, especially where we believe patent protection is not appropriate or obtainable. However, trade secrets are difficult to protect. While we use reasonable efforts to protect our trade secrets, our or any potential collaborators’ employees, consultants, contractors or scientific and other advisors may unintentionally or willfully disclose our information to competitors. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, our enforcement efforts would be expensive and time consuming, and the outcome would be unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, if our competitors independently develop equivalent knowledge, methods or know-how, it will be more difficult or impossible for us to enforce our rights and our business could be harmed.

Significant disruptions of information technology systems or breaches of data security could adversely affect our business.

Our business is increasingly dependent on critical, complex and interdependent information technology systems to support business processes as well as internal and external communications. The size and complexity of our computerized information systems make them vulnerable to breakdown, malicious intrusion, catastrophic events, computer viruses, and human error. We have experienced at least one successful intrusion into our computer systems, and although it did not have a material adverse effect on our operations, there can be no assurance of a similar result in the future. We have developed systems and processes that are designed to protect our information

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and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach; however, such measures cannot provide absolute security, and we have taken and are continually taking additional security measures to protect against any future intrusion, including employee training. We may also face risks associated with significant disruptions of information technology systems or breaches of data security that could occur at third parties with whom we have relationships such as third party clinical research organizations, third party clinical manufacturing organization, clinical trial sites, current and potential future collaboration partners, and administrators of our corporate employee benefit plans. Any failure to protect against breakdowns, malicious intrusions and computer viruses may result in the impairment of production and key business processes. In addition, our systems are potentially vulnerable to data security breaches, whether by employees or others, which may expose sensitive data to unauthorized persons. Such data security breaches could lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal information of our employees, clinical trial patients, customers, and others. Such disruptions and breaches of security could expose us to liability and have a material adverse effect on the operating results and financial condition of our business.

Risks generally associated with a company-wide implementation of an enterprise resource planning (ERP) system may adversely affect our business and results of operations or the effectiveness of our internal controls over financial reporting.

We expect to commence implementation of a company-wide ERP system to upgrade certain existing business, operational, and financial processes. ERP implementations are complex and time-consuming projects that may require a year or more to complete. Our results of operations could be adversely affected if we experience time delays or cost overruns during the ERP implementation process, or if the ERP system or associated process changes do not give rise to the benefits that we expect.

Risks Related to the Pharmaceutical Industry, Including the Activities of Medivation, Inc.

Our industry is highly regulated by the FDA and comparable foreign regulatory agencies. We must comply with extensive, strictly enforced regulatory requirements to develop, obtain, and maintain marketing approval for any of our product candidates.

Securing FDA approval requires the submission of extensive preclinical and clinical data and supporting information for each therapeutic indication to establish the product candidate’s safety and efficacy for its intended use. It takes years to complete the testing of a new drug, biologic or medical device and development delays and/or failure can occur at any stage of testing. Any of our present and future clinical trials may be delayed, halted or approval of any of our products may be delayed or may not be obtained due to any of the following:

• any preclinical test or clinical trial may fail to produce safety and efficacy results satisfactory to the FDA or foreign regulatory authorities;

• preclinical and clinical data can be interpreted in different ways, which could delay, limit or prevent regulatory approval;

• negative or inconclusive results from a preclinical test or clinical trial or adverse medical events during a clinical trial could cause a preclinical study or clinical trial to be repeated or a program to be terminated, even if other studies or trials relating to the program are ongoing or have been completed and were successful;

• the FDA or foreign regulatory authorities can place a clinical hold on a trial if, among other reasons, it finds that patients enrolled in the trial are or would be exposed to an unreasonable and significant risk of illness or injury;

• the facilities that we utilize, or the processes or facilities of third party vendors, including without limitation the contract manufacturers who will be manufacturing drug substance and drug product for

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us or any potential collaborators, may not complete successful inspections by the FDA or foreign regulatory authorities; and

• we may encounter delays or rejections based on changes in FDA policies or the policies of foreign regulatory authorities during the period in which we develop a product candidate or the period required for review of any final regulatory approval before we are able to market any product candidate.

In addition, information generated during the clinical trial process is susceptible to varying interpretations that could delay, limit, or prevent regulatory approval at any stage of the approval process. Moreover, early positive preclinical or clinical trial results may not be replicated in later clinical trials. Failure to demonstrate adequately the quality, safety and efficacy of any of our product candidates would delay or prevent regulatory approval of the applicable product candidate. There can be no assurance that if clinical trials are completed, either we or our collaborative partners will submit applications for required authorizations to manufacture or market potential products or that any such application will be reviewed and approved by appropriate regulatory authorities in a timely manner, if at all.

We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse and false claims laws and regulations. Prosecutions under such laws have increased in recent years and we may become subject to such litigation. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

Commercialization of drugs and biologics that receive FDA approval are subject directly or indirectly, to various state and federal fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute and federal False Claims Act and the state law equivalents of such laws. These laws may impact, among other things, our sales, marketing, and education programs.

The federal Anti-Kickback Statute prohibits persons and entities from knowingly and willingly soliciting, offering, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made under a federal healthcare program such as the Medicare and Medicaid programs. The Anti-Kickback Statute is broad, and despite a series of narrow regulatory safe harbors and statutory exceptions, prohibits many arrangements and practices that are lawful in businesses outside of the healthcare industry. Penalties for violations of the federal Anti-Kickback Statute include, among other things, criminal and administrative penalties and civil sanctions such as fines, imprisonment and possible exclusion from Medicare, Medicaid and other federal healthcare programs. Many states have adopted laws similar to the federal Anti-Kickback Statute, some of which apply to the referral of patients for healthcare items or services reimbursed by any source, including private insurance programs.

The federal False Claims Act prohibits persons and entities from knowingly filing, or causing to be filed, a false claim, or the knowing use of false statements, to obtain payment from the federal government. Suits filed under the False Claims Act, known as “qui tam” actions, can be brought by any individual on behalf of the government, and such individuals, commonly known as “whistleblowers,” may share in a proportion of any amounts paid by the entity to the government in fines or settlement. The frequency of filing qui tam actions has increased significantly in recent years, causing greater number of biotechnology and pharmaceutical companies to have to defend False Claims Act actions. When it is determined that an entity has violated the False Claims Act, the entity may be required to pay up to three times the actual damages sustained by the government, plus civil penalties for each separate false claim. Various states have also enacted laws modeled after the federal False Claims Act. Although we have developed, implemented, and continue to improve a program for compliance with all federal and state laws, we cannot guarantee that our compliance program will be sufficient or effective, that our employees will comply with our policies and that our employees will notify us of any violation of our policies, that we will have the ability to take appropriate and timely corrective action in response to any such violation, or that we will make decisions and take actions that will necessarily limit or avoid liability for

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whistleblower claims that individuals, such as employees or former employees, may bring against us or that governmental authorities may prosecute against us based on information provided by individuals. If one or more individuals bring a whistleblower claim against us or if a governmental authority prosecutes a claim against us on the basis of information provided by one or more individuals, and if we are found liable and a fine and/or an injunction is imposed on us or we agree to pay a fine and/or accept an injunction in settlement of the claim, the payment of the fine and/or the curtailment of our activities consequent to the injunction could have a material adverse effect on our financial condition and impair or prevent us from conduction our business. In addition, the costs and fees associated with defending a whistleblower claim would be significant.

We may also be subject to federal criminal healthcare fraud statutes that were created by the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH. The HIPAA health care fraud statute prohibits, among other things, knowingly and willfully executing, or attempting to execute a scheme to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment, and/or exclusion from government sponsored programs. The HIPAA false statements statute prohibits, among other things, knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement or representation in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony and may result in fines and/or imprisonment.

We, and our business activities, are also subject to the federal Physician Payments Sunshine Act, which is within PPACA. The federal Physician Payments Sunshine Act, and its implementing regulations, require certain manufacturers of drugs, devices, biological, and medical supplies for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program (with certain exceptions) to report annually information related to certain payments or other transfers of value provided to physicians and teaching hospitals and other healthcare providers. The final rule which required data collection on all payments and transfer of value took effect on August 1, 2013. The first reports were due in 2014, and the information was made publicly available on a searchable website. In addition, there has been a recent trend of increased federal and state regulation on payments made to physicians. Certain states mandate implementation of commercial compliance programs, impose restrictions on drug manufacturer marketing practices, and/or the tracking and reporting of gifts, compensation and remuneration to physicians.

We are unable to predict whether we could be subject to actions under any of these or other fraud and abuse laws, or the impact of such actions. If we are found to be in violation of any of the laws described above and other applicable state and federal fraud and abuse laws, we may be subject to penalties, including civil and criminal penalties, damages, fines, exclusion from government healthcare reimbursement programs and the curtailment or restructuring of our operations, any of which could have a material adverse effect on our business an results of operations.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and other worldwide anti-bribery laws.

We are subject to the U.S. Foreign Corrupt Practices Act, or FCPA, which generally prohibits companies and their intermediaries from making payments to non-U.S. government officials for purpose of obtaining or retaining business or securing any other improper advantage. We are also subject to similar anti-bribery laws in the jurisdictions in which we operate. Failure to comply with the FCPA or related laws governing the conduct of business with foreign government entities could disrupt our business and lead to severe criminal and civil penalties, including criminal and civil fines, denial of government reimbursement for our products and exclusion from participation in government healthcare programs. Other remedial measures could include further changes or enhancements to our procedures, policies, and controls and potential personnel changes and/or disciplinary actions, any of which could have a material adverse impact on our business, financial condition, results of operations and liquidity. We could also be affected by any allegation that we violated such laws.

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If the FDA or other applicable regulatory authorities approve generic products that compete with any of our products or product candidates, the sales of our products or product candidates may be adversely affected.

Once an NDA is approved, the product covered thereby becomes a “listed drug” which, in turn can be relied upon by potential competitors in support of an approval of an abbreviated new drug application, or ANDA, or 505(b)(2) application. U.S. laws and other applicable policies provide incentives to manufacturers to create modified, non-infringing versions of a drug to facilitate the approval of an ANDA or other application for a generic substitute. These manufacturers might only be required to conduct a relatively inexpensive study to show that their product has the same active ingredient(s), dosage form, strength, route of administration, and conditions of use, or labeling, as our product or product candidate and that the generic product is bioequivalent to ours, meaning it is absorbed in the body at the same rate and to the same extent as our product or product candidate. These generic equivalents, which must meet the same quality standards as branded pharmaceuticals, would be significantly less costly than ours to bring to market and companies that produce generic equivalents are generally able to offer their products at lower prices. Thus, after the introduction of a generic competitor, a significant percentage of sales of any branded product is typically lost to the generic product. Accordingly, competition from generic equivalents to our products or product candidates would materially adversely impact our revenues, profitability and cash flows and substantially limit our ability to obtain a return on the investments that we have made in our product candidates.

To the extent that we receive regulatory approval to market biological products in the future, we will face competition from biosimilar products. A growing number of companies have announced their intention to develop biosimilar products, some of which could potentially compete with our product candidates. Because of the abbreviated pathway for approval of biosimilars in the United State and abroad, we may in the future face greater competition from biosimilar products. This additional competition could have a material adverse effect on our business and results of operations.

Healthcare reform initiatives and other third-party cost-containment pressures could cause us to sell our products at lower prices, resulting in decreased revenues.

The United States and some foreign jurisdictions have enacted or are considering enacting a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to profitably sell XTANDI and other product candidates should they received marketing approval. Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively PPACA, became law in the United States. PPACA substantially changed and will continue to change the way healthcare is financed by both governmental and private insurers and significantly affects the pharmaceutical industry. The provisions of PPACA most relevant to the pharmaceutical industry include:

• an annual, nondeductible fee on any entity that manufactures or imports certain branded prescription drugs and biologic agents, apportioned among these entities according to their market share in certain governmental health care programs, not including orphan drug sales;

• an increase in the rebates a manufacturer must pay under the Medicaid Drug Rebate Program to 23.1% and 13% of the average manufacturer price for branded and generic drugs, respectively;

• Medicare Part D coverage gap discount program, in which manufacturers must agree to offer 50% point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during

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their coverage gap period, as a condition for the manufacturers’ outpatient drugs to be covered under Medicare Part D;

• extension of manufacturers’ Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed care organizations;

• expansion of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to additional individuals with income at or below 133% of the Federal Poverty Level beginning in 2014, thereby potentially increasing manufacturers’ Medicaid rebate liability;

• expansion of the entities eligible for discounts under the Public Health Service pharmaceutical pricing program;

• a new requirement to report certain financial arrangements with physicians and teaching hospitals, as defined in PPACA and its implementing regulations, including reporting any payment or “transfers of value” made or distributed to physicians and teaching hospitals, and reporting any ownership and investment interests held by physicians and their immediate family members and applicable group purchasing organizations;

• expansion of health care fraud and abuse laws, including the federal False Claims Act and Anti-Kickback Statute, new government investigative powers, and enhanced penalties for noncompliance;

• a licensure framework for follow-on biologic products; and

• a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research.

We anticipate that the PPACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and additional downward pressure on the price that we receive for any approved product, and could seriously harm our business. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. If we fail to successfully secure and maintain adequate coverage and reimbursement of our products or are significantly delayed in doing so, we will have difficulty achieving market acceptance of our products and expected revenue and profitability which would have a material adverse effect on our business, results of operations and financial condition. In addition, we will face competition from other approved drugs against which we compete, and the marketers of such other drugs are likely to be significantly larger than us and therefore enjoy significantly more negotiating leverage with respect to the individual payors than we may have.

We may be subject to product liability or other litigation, which could harm our ability to efficiently and effectively conduct our business, and, if successful, could materially and adversely harm our business and financial condition as a result of the costs of liabilities that may be imposed thereby.

Our business exposes us to the risk of product liability claims that is inherent in the development, manufacturing, distribution and sale of pharmaceutical products. If XTANDI or any potential future product candidate harms people, or is alleged to be harmful, we may be subject to costly and damaging product liability claims brought against us by clinical trial participants, consumers, health care providers, corporate partners or others. We have product liability insurance covering commercial sales of XTANDI and our ongoing clinical trials. However, the amount of insurance we maintain may not be adequate to cover all liabilities that we may incur. If we are unable to obtain insurance at an acceptable cost or otherwise protect against potential product liability claims, we may be exposed to significant litigation costs and liabilities, which may materially and adversely affect our business and financial position. If we are sued for injuries allegedly caused by XTANDI or any of our current or future product candidates, our litigation costs and liability could exceed our total assets and our ability to pay. Regardless of merit or eventual outcome, liability claims may result in:

• decreased demand for XTANDI and any potential future product candidate that we may develop;

• injury to our reputation;

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• withdrawal of clinical trial participants;

• significant costs to defend the related litigation;

• substantial monetary awards to trial participants or patients;

• loss of revenue; and

• the inability to commercialize any other products that we may develop.

In addition, we may from time to time become involved in various lawsuits and legal proceedings which arise in the ordinary course of our business, such as our litigation with the Regents of the University of California. On April 11, 2014, The Regents of the University of California, or UCLA, filed a complaint against us and one of our subsidiaries in the Superior Court of the State of California, County of San Francisco. The complaint arises from the parties’ 2005 Exclusive License Agreement, or ELA, which grants our subsidiary rights in certain UCLA patents, including the UCLA patents covering XTANDI. The complaint centers on two allegations. The first allegation is that we and our subsidiary have failed to pay UCLA ten percent of “Operating Profits” we received (and will continue to receive) from Astellas Pharma, Inc. as a result of the 2009 Collaboration Agreement between us and Astellas.

UCLA alleges that such Operating Profits are “Sublicensing Income” under the ELA and that UCLA is entitled to ten percent of such payments. The second allegation is that we breached our fiduciary duties to UCLA, as a minority shareholder of our subsidiary. UCLA owns a fraction of one percent of the outstanding shares of our subsidiary. The complaint seeks a declaration and judgment for breach of contract related to the allegation that “Operating Profits” payments received from Astellas are “Sublicensing Income” under the ELA, a judgment that we have breached our fiduciary duties and an injunction requiring us to comply with our fiduciary duties. At the time of this filing, UCLA’s second allegation that we breached our fiduciary duties to UCLA, as a minority shareholder of MPT, had been dismissed without prejudice. Although the UCLA complaint does not seek termination of the ELA, if we are not successful in this litigation we may be required to pay UCLA ten percent of the “Operating Profits” and be subject to other liabilities, any of which could have a material adverse effect on our financial condition and results of operations. See Part I, Item 3, “Legal Proceedings” for additional information on this litigation. Any litigation to which we are subject could require significant involvement of our senior management and may divert management’s attention from our business and operations. Litigation costs or an adverse result in any litigation that may arise from time to time may adversely impact our operating results or financial condition.

Risks Related to Business Acquisitions, Licenses, Investments and Strategic Alliances

Business acquisitions, licenses, investments and strategic alliances could disrupt our operations and may expose us to increased costs and unexpected liabilities.

We may acquire or make investments in other companies, enter into other strategic relationships, or in-license technologies. To do so, we may use cash, issue equity that could dilute our current stockholders, or incur debt or assume indebtedness. These transactions involve numerous risks, including but not limited to:

• difficulty integrating acquired technologies, products, operations, and personnel with our existing business;

• diversion of management’s attention in connection with both negotiating the acquisition and integrating the business;

• strain on managerial and operational resources;

• difficulty implementing and maintaining effective internal control over financial reporting at businesses that we acquire, particularly if they are not located near our existing operations;

• exposure to unforeseen liabilities of acquired companies or companies in which we invest;

• potential costly and time-consuming litigation, including stockholder lawsuits;

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• potential issuance of securities to equity holders of the company being acquired which may have a dilutive effect on our stockholders;

• the need to incur additional debt or use our existing cash balances; and

• the requirement to record potentially significant additional future non-cash operating costs for the amortization of intangible assets and potential future impairment or write-down of intangible assets and/or goodwill.

As a result of these or other problems and risks, businesses we acquire or invest in may not produce the revenues, earnings or business synergies that we anticipated, acquired or licensed technologies may not result in regulatory approvals, and acquired or licensed commercial products may not perform as expected. As a result, we may incur higher costs and realize lower revenues than we had anticipated. We cannot assure you that any acquisitions or investments we have made or may make in the future will be successfully identified and completed or that, if completed, the acquired business, licenses, investments, products, or technologies will generate sufficient revenue to offset the negative costs or other negative effects on our business. Failure to manage effectively our growth through acquisition or in-licensing transactions could adversely affect our growth prospects, business, results of operations, financial condition, and cash flow.

Funding may not be available for us to make acquisitions, investments, strategic alliances or in-license technologies in order to grow our business.

We have made and anticipate that we may continue to engage in strategic transactions to grow our business through acquisitions, investments, strategic alliances or in-licensing of technologies. Our growth plans rely, in part, on the successful identification and completion of these strategic transactions. At any particular time, we may need to raise substantial additional capital or issue additional equity to finance such transactions. There is no assurance that we will be able to secure additional funding on acceptable terms, or at all, or obtain stockholder approvals necessary to issue additional equity to finance such transactions. If we are unsuccessful in obtaining financing, our business would be adversely affected.

Our consolidated financial statements may be impacted in future periods based on the accuracy of our valuations of our acquired businesses and other agreements.

Accounting for business combinations and other agreements, e.g., in-license transaction, may involve complex and subjective valuations of the assets and liabilities recorded as a result of the business combination or other agreement, and in some instances contingent consideration, which is recorded in the our consolidated financial statements pursuant to the standards applicable for business combinations in accordance with accounting principles generally accepted in the United States. Differences between the inputs and assumptions used in the valuations and actual results could have a material effect on our consolidated financial statements in future periods.

We have substantial intangible assets and goodwill as a result of a business acquisition. A significant impairment or write-down of intangible assets and/or goodwill would have a material adverse event on our consolidated financial statements.

Regarding intangible assets and goodwill, we are required to perform an annual, or in certain situations a more frequent, assessment for possible impairment for accounting purposes. During the fourth quarter of 2014, we recorded significant intangible assets and goodwill as a result of the CureTech transaction. At December 31, 2014, we have intangible assets and goodwill of approximately $111.0 million, or approximately 12% of our total assets. If our development activities with respect to in-process research and development are not successful, we may be required to incur a non-cash impairment charge, adversely affecting our consolidated results of operations.

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Risks Related to Ownership of Our Common Stock and Convertible Notes

Our stock price has been and may continue to be volatile and our stockholders’ investment in our common stock and Convertible Notes could decline in value.

The market prices for our securities and those of other life sciences companies have been highly volatile and often unrelated or disproportionate to the operating performance of those companies, and may continue to be highly volatile in the future. There has been particular volatility in the market prices of securities of life sciences companies because of problems or successes in a given market segment or because investor interest has shifted to other segments. These broad market and industry factors may cause the market price of our common stock to decline, regardless of our operating performance. We have no control over this volatility and can only focus our efforts on our own operations, and even these may be affected due to the state of the capital markets.

The following factors, in addition to other risk factors described herein, may have a significant impact on the market price of our common stock and trading price of our Convertible Notes:

• comments made by securities analysts, including changes in their recommendations;

• selling by existing stockholders and short-sellers;

• sales of our common stock by our directors, officers or significant stockholders, including sales effected pursuant to predetermined trading plans adopted under the safe-harbor afforded by Rule 10b5-1;

• the conversion of all or part of our Convertible Notes into shares of our common stock;

• negative opinions that are misleading and/or inaccurate regarding our business, management or future prospects published by certain market participants intent on putting downward pressure on the price of our common stock;

• lack of volume of stock trading leading to low liquidity;

• hedging or arbitrage trading activity involving our common stock, including in connection with arbitrage strategies employed or that may be employed by investors in the Convertible Notes;

• announcements by us of financing transactions and/or future sales of equity or debt securities;

• the recruitment or departure of key management personnel;

• our ability to meet the expectations of investors and securities analysts related to collaboration revenue generated from net sales of XTANDI, including the timing and amount thereof, and other financial metrics;

• changes in our financial guidance or financial estimates by any securities analysts who might cover our company, or our failure to meet our financial guidance or estimates made by securities analysts;

• variations in our quarterly financial results or those of companies that are perceived to be similar to us;

• new products, product candidates or uses for existing products or technologies introduced or announced by our competitors and the timing of these introductions and announcements;

• the progress and results of preclinical studies and clinical trials of our product candidates conducted by us, Astellas or any future collaborative partners or licensees, if any, and any delays in enrolling a sufficient number of patients to complete clinical trials of our product candidates;

• developments concerning our collaboration with Astellas or any future collaborations;

• our dependence on third parties, including Astellas, clinical manufacturing organizations and clinical research organizations, clinical trial sponsors and clinical investigators;

• legislation or regulatory developments in the United States or other countries affecting XTANDI or product candidates, including those of our competitors, including the passage of laws, rules or

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regulations relating to healthcare and reimbursement or the public announcement of inquiries relating to these subjects;

• developments or disputes concerning patent applications, issued patents or other proprietary rights;

• the receipt or failure to receive funding necessary to conduct our business;

• changes in the market valuations of other companies in our industry;

• litigation; and

• general economic, industry and market conditions and other factors that may be unrelated to our operating performance, including market conditions in the pharmaceutical and biotechnology sectors.

These factors and fluctuations, as well as political and other market conditions, may adversely affect the market price of our common stock. Securities-related class action litigation is often brought against a company following periods of volatility in the market price of its securities. Securities-related litigation, whether with or without merit, could result in substantial costs and divert management’s attention and financial resources, which could harm our business and financial condition, as well as the market price of our common stock. Additionally, volatility or lack of positive performance in our stock price may adversely affect our ability to retain or recruit key employees, all of whom have been or will be granted equity awards as a part of their compensation.

A decrease in the market price of our common stock would also likely adversely impact the trading price of the Convertible Notes. The market price of our common stock could also be affected by possible sales of our common stock by investors who view the Convertible Notes as a more attractive means of equity participation in us and by hedging or arbitrage trading activity involving our common stock. This trading activity could, in turn, affect the trading prices of the Convertible Notes. This may result in greater volatility in the trading price of the Convertible Notes than would be expected for non-convertible debt securities.

If our operating results are below the expectations of securities analysts, the market price of our common stock and the trading price of our Convertible Notes could decline.

Various securities analysts follow our financial results and issue reports on us. These reports include information about our historical financial results as well as the analysts’ estimates of our future performance. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If our operating results are below the expectations of securities analysts, the market value of our common stock and the trading price of the Convertible Notes could decline, perhaps substantially.

We do not intend to pay dividends on our common stock for the foreseeable future.

We do not expect for the foreseeable future to pay dividends on our common stock. Any future determination to pay dividends on or repurchase shares of our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our success in completing sales or partnerships of our programs, our results of operations, financial condition, capital requirements, contractual restrictions and applicable law.

Provisions of our corporate charter documents, our stockholder rights plan and Delaware law could make it more difficult for a third party to acquire us, even if the offer may be considered beneficial by our stockholders.

Provisions of the Delaware General Corporation Law could discourage potential acquisition proposals and could delay, deter or prevent a change in control. The anti-takeover provisions of the Delaware General Corporation Law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. Specifically, Section 203 of the Delaware

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General Corporation Law, unless its application has been waived, provides certain default anti-takeover protections in connection with transactions between us and an “interested stockholder.” Generally, Section 203 prohibits stockholders who, alone or together with their affiliates and associates, own more than 15% of the subject company from engaging in certain business combinations for a period of three years following the date that the stockholder became an interested stockholder of such subject company without approval of the board or the vote of two-thirds of the shares held by the independent stockholders. Our board of directors has also adopted a stockholder rights plan, or “poison pill,” which would significantly dilute the ownership of a hostile acquirer. Additionally, provisions of our amended and restated certificate of incorporation and bylaws could deter, delay or prevent a third party from acquiring us, even if doing so would benefit our stockholders, including without limitation, the authority of the board of directors to issue, without stockholder approval, preferred stock with such terms as the board of directors may determine.

We may issue additional shares of our common stock or instruments convertible into shares of our common stock, including additional shares associated with the potential conversion of the Convertible Notes, which could cause our stock price to fall and cause dilution to existing stockholders. In addition, a sale of a substantial number of shares of our common stock in the public market could cause the market price of our common stock to drop significantly.

We may from time to time issue additional shares of common stock or other instruments convertible into, or exchangeable or exercisable for, shares of our common stock, including in connection with potential in-licensing and acquisition transactions. In addition, we may elect to satisfy all or a portion of our conversion obligations under the Convertible Notes with shares of our common stock. The issuance of additional shares of our common stock, including upon conversion of some or all of the Convertible Notes, would dilute the ownership interests of existing holders of our common stock. Dilution will be greater if the conversion rate of the Convertible Notes is adjusted upon the occurrence of certain events specified in the indenture to the Convertible Notes.

The issuance of a substantial number of shares of our common stock, the sale of a substantial number of shares of our common stock that were previously restricted from sale in the public market, or the perception that these issuances or sales might occur, could depress the market price of our common stock and in turn adversely impact the trading price of the Convertible Notes. In addition, holders of the Convertible Notes may hedge their investment in the Convertible Notes by short selling our common stock, which could depress the price of our common stock. As a result, investors may not be able to sell their shares of our securities at a price equal to or above the price they paid to acquire them.

Furthermore, the issuance of additional shares of our common stock, or the perception that such issuances might occur, could impair our ability to raise capital through the sale of additional equity securities.

Provisions in the indenture for the Convertible Notes may deter or prevent a business combination.

Under the terms of the indenture governing the Convertible Notes, the occurrence of a fundamental change would require us to repurchase all or a portion of the Convertible Notes in cash, or, in some circumstances, increase the conversion rate applicable to the Convertible Notes. In addition, the indenture for the Convertible Notes prohibits us from engaging in certain mergers or business combination transactions unless, among other things, the surviving entity assumes our obligations under the Convertible Notes. These and other provisions could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders.

Any adverse rating of the Convertible Notes may negatively affect the price of our common stock.

We do not intend to seek a rating on the Convertible Notes. However, if a rating service were to rate the Convertible Notes and if such rating service were to assign the Convertible Notes a rating lower than the rating expected by investors or were to lower its rating on the Convertible Notes below the rating initially assigned to

49

the Convertible Notes or otherwise announce its intention to put the Convertible Notes on credit watch, the price of our common stock could decline.

The conditional conversion feature of the Convertible Notes may adversely affect our financial condition and operating results.

Holders of the Convertible Notes are entitled to convert their notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we satisfy our conversion obligation by delivering solely shares of our common stock (other than cash in lieu of any fractional share), we would be required to settle all or a portion of our conversion obligation through the payment of cash, which could adversely affect our liquidity. We may, at any time prior to the final settlement method election date, irrevocably elect to satisfy our conversion obligation with respect to each subsequent conversion date in a combination of cash and shares of our common stock, if any, with a specified dollar amount of $1,000, in which case we will no longer be permitted to settle the principal portion of any converted Convertible Notes in shares of our common stock. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results.

Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 470-20, “Debt with Conversion and Other Options,” or ASC 470-20, an entity must separately account for the liability and equity components of convertible debt instruments (such as the Convertible Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the Convertible Notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet and the value of the equity component would be treated as original issue discount for purposes of accounting for the debt component of the Convertible Notes. As a result, we are required to record a greater amount of non-cash interest expense as a result of the amortization of the discounted carrying value of the Convertible Notes to their face amount over the term of the Convertible Notes. We report lower net income in our financial results because ASC 470-20 requires interest to include both the current period’s amortization of the debt discount and the instrument’s coupon interest, which could adversely affect our reported or future financial results, the market price of our common stock and the trading price of the Convertible Notes.

The repurchase rights and events of default features of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

Following a fundamental change under the indenture governing the Convertible Notes, dated as of March 19, 2012 between us and Wells Fargo Bank, National Association as Trustee, as supplemented by the first supplemental indenture dated as of March 19, 2012, or the Indenture, holders of the Convertible Notes will have the right to require us to purchase their Convertible Notes for cash. In addition, if an event of default under the Convertible Notes is triggered, the trustee or the holders of the Convertible Notes may declare the principal amount of the Convertible Notes, plus accrued and unpaid interest thereon, to be immediately due and payable. In either event, we would be required to make cash payments to satisfy our obligations, which could adversely affect our liquidity. In addition, even if the repurchase rights are not exercised or the payment of principal and interest of Convertible Notes is not accelerated, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which could result in a material reduction of our net working capital.

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We rely on Astellas to timely deliver important financial information relating to net sales of XTANDI. In the event that this information is inaccurate, incomplete, or not timely, we will not be able to meet our financial reporting obligations as required by the SEC.

Under the Astellas Collaboration Agreement, Astellas has exclusive control over the flow of information relating to net sales of XTANDI that we are dependent upon to meet our SEC reporting obligations. Astellas is required under the Astellas Collaboration Agreement to provide us with timely and accurate financial data related to net sales of XTANDI so that we may meet our reporting requirements under federal securities laws. In the event that Astellas fails to provide us with timely and accurate information, we may incur significant liability with respect to federal securities laws, our internal controls and procedures under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, may be inadequate, and we could be required to record adjustments in future periods, any of which could adversely affect the market price of our common stock and Convertible Notes and subject us to securities litigation.

To the extent that we create any joint ventures or have any variable interest entities for which we are required to consolidate, we would need to rely on those entities to timely deliver important financial information to us. In the event that the financial information is inaccurate, incomplete, or not timely, we would not be able to meet our financial reporting obligations as required by the SEC.

To the extent we create joint ventures or have any variable interest entities that we are required to consolidate and the financial statements of such entities are not prepared by us, we will not have direct control over their financial statement preparation. As a result, we will, for our financial reporting, depend on what these entities report to us, which could result in us adding monitoring and audit processes, which could increase the difficulty of implementing and maintaining adequate controls over our financial processes and reporting in the future. This may be particularly true when such entities do not have sophisticated financial accounting processes in place, or where we are entering into new relationships at a rapid pace, straining our integration capacity. Additionally, if we do not receive the information from the joint venture or variable interest entity on a timely basis, this could cause delays in our external reporting obligations as required by the SEC.

Changes in, or interpretations of, accounting principles could have a significant impact on our financial position and results of operations.

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. These principles are subject to interpretation by the SEC and various other bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions.

For example, the FASB is currently working together with the International Accounting Standards Board (IASB) on several projects to further align accounting principles and facilitate more comparable financial reporting between companies who are required to follow U.S. GAAP under SEC regulations and those who are required to follow International Financial Reporting Standards outside of the United States. These efforts by the FASB and the IASB may result in different accounting principles under U.S. GAAP that may result in materially different financial results for us in areas including, but not limited to, principles for recognizing revenue and lease accounting.

Failure to maintain effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act could have a material adverse effect on our stock price and the trading price of the Convertible Notes.

Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC require an annual management assessment of the effectiveness of our internal control over financial reporting and a report by our

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independent registered public accounting firm attesting to the effectiveness of our internal control over financial reporting at the end of the fiscal year. If we fail to maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective control over financial reporting in accordance with the Sarbanes-Oxley Act and the related rules and regulations of the SEC. If we cannot in the future favorably assess, or our independent registered public accounting firm is unable to provide an unqualified attestation report on, the effectiveness of our internal control over financial reporting, investor confidence in the reliability of our financial reports may be adversely affected, which could have a material adverse effect on our stock price and the trading price of our outstanding Convertible Notes.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our leased properties are included in the following table. We currently do not own any properties.

Square Feet	Location	Purpose	Term
127,000	San Francisco, California	Corporate headquarters	Expiration June 2019 with an option to extend the lease for an additional five years
52,000	San Francisco, California	Future laboratory and office facility	Expiration July 2024 with an option to extend the lease for up to an additional five years
15,000	Oakbrook Terrace, Illinois	Former commercial headquarters(1)	Expiration December 2019

(1) We have relocated our former commercial headquarters to the San Francisco corporate headquarters.

We believe our properties are adequately maintained and suitable for their intended use. As we continue to expand our operations, we may need to lease additional or alternate facilities.

Item 3. Legal Proceedings.

We are involved in legal proceedings, investigations, and claims in the ordinary course of our business, including the matters described below.

In May 2011, we filed a lawsuit in San Francisco Superior Court against the Regents of the University of California, or the Regents or (UCLA), and one of its professors, alleging breach of contract and fraud claims, among others. Our allegations in this lawsuit include that we have exclusive commercial rights to an investigational drug known as ARN-509, which is currently being developed by Aragon Pharmaceuticals, or Aragon. In August 2013, Johnson & Johnson and Aragon completed a transaction in which Johnson & Johnson acquired all ARN-509 assets owned by Aragon. ARN-509 is an investigational drug currently in development to treat non-metastatic CRPC population. ARN-509 is a close structural analog of XTANDI, was developed contemporaneously with XTANDI in the same academic laboratories in which XTANDI was developed, and was purportedly licensed by the Regents to Aragon, a company co-founded by the heads of the academic laboratories in which XTANDI was developed. On February 9, 2012, we filed a Second Amended Complaint, adding as

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additional defendants a former Regents professor and Aragon. We seek remedies including a declaration that we are the proper licensee of ARN-509, contractual remedies conferring to us exclusive patent license rights regarding ARN-509, and other equitable and monetary relief. On August 7, 2012, the Regents filed a cross-complaint against us seeking declaratory relief which, if granted, would require us to share with the Regents ten percent of any sales milestone payments we may receive under the Astellas Collaboration Agreement because such milestones constitute Sublicensing Income under the license agreement with UCLA. Under the Astellas Collaboration Agreement, we are eligible to receive up to $320.0 million in sales milestone payments. As of December 31, 2014, we have earned $75.0 million in sales milestones under the Astellas Collaboration Agreement, of which $50.0 million was earned in 2014 and $25.0 million was earned in 2013. We recorded expense of $5.0 million and $2.5 million during 2014, and 2013, respectively, within SG&A, representing 10% of the sales milestone amounts earned from Astellas. On September 18, 2012, the trial court approved a settlement agreement dismissing the former Regents professor who was added to the case on February 9, 2012. On December 20, 2012, and January 25, 2013, the Court granted summary judgment motions filed by defendants Regents and Aragon, resulting in dismissal of all claims against Regents and Aragon, but denied such motions filed by the remaining Regents professor. On April 15, 2013, we filed a Notice of Appeal seeking appeal of the judgment in favor of Aragon, which is now wholly-owned by Johnson & Johnson, and the briefing of that matter has been concluded. The bench trial of the Regent’s cross-complaint against us was conducted in July 2013, and on January 15, 2014, the Court entered a judgment in the cross-complaint in favor of Regents, which we appealed on February 13, 2014, along with the December 2012 summary judgment order in favor of Regents. The jury trial of our breach of contract and fraud claims against the remaining Regents professor was conducted in October and November 2013. On November 15, 2013, the jury rendered a verdict in the case, finding in favor of Medivation on the breach of contract claim, and in favor of the Regents professor on the fraud claims. On November 22, 2013, the Court entered judgment for the prevailing party Medivation on the contract claim, and entering judgment in favor of the Regents professor on the fraud claims. Our notice of appeal of the judgment on the fraud claims was filed on February 13, 2014. On October 17, 2014, the briefing in Medivation’s appeal of the summary judgment order and cross-complaint order in favor of Regents, as well as its appeal of the judgment on the fraud claims against the Regents professor commenced. On October 24, 2014, the court of appeals issued an order consolidating all of these appeals for hearing and consideration purposes, so the appeals will be heard and considered together once the briefing is completed.

On April 11, 2014, UCLA filed a complaint against us in which UCLA alleges that Medivation and MPT have failed to pay UCLA ten percent of “Operating Profits” Medivation has received (and will continue to receive) from Astellas, as a result of the Astellas Collaboration Agreement, and that Medivation has breached its fiduciary duties to UCLA, as minority shareholder of MPT. On July 16, 2014, UCLA dismissed without prejudice its claim that Medivation breached its fiduciary duties to UCLA, as a minority shareholder of MPT. We deny UCLA’s allegations and intend to vigorously defend the litigation.

We believe that we have meritorious positions with respect to the claims we have asserted and the claims asserted against us, and we intend to advance our positions in these lawsuits vigorously, including on appeal. However, the lawsuits are subject to inherent uncertainties, the actual costs may be significant, and we may not prevail.

Item 4. Mine Safety Disclosures.

None.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock, par value $0.01, is listed on the NASDAQ Global Select Market under the symbol “MDVN.” The following table sets forth on a per share basis the high and low intraday sales prices of our common stock as reported by the NASDAQ Global Select Market:

	High		Low
2014:
Quarter ended March 31, 2014	$	88.20	$	60.61
Quarter ended June 30, 2014	$	78.35	$	54.37
Quarter ended September 30, 2014	$	103.88	$	69.11
Quarter ended December 31, 2014	$	117.23	$	86.48
2013:
Quarter ended March 31, 2013	$	59.24	$	41.89
Quarter ended June 30, 2013	$	55.42	$	44.51
Quarter ended September 30, 2013	$	61.46	$	49.75
Quarter ended December 31, 2013	$	67.37	$	48.15

Stockholders

As of the close of business on February 18, 2015, there were 22 stockholders of record of our common stock. The number of stockholders of record is based upon the actual number of stockholders registered at such date and does not include holders of shares in “street names” or persons, partnerships, associates, or corporations, or other entities identified in security listings maintained by depositories.

Dividends

We have never paid our stockholders cash dividends and we do not anticipate paying any cash dividends in the foreseeable future as we intend to retain all of our cash for use in our business. Any future determination to pay dividends will be at the discretion of our Board of Directors, and will depend on a number of factors, including but not limited to any outstanding indebtedness, earnings, capital requirements, financial condition and future prospects, and applicable Delaware law. Under the indenture governing the Convertible Notes, dated as of March 19, 2012 between us and Wells Fargo Bank, National Association as Trustee, as supplemented by the first supplemental indenture dated as of March 19, 2012, or the Indenture, if we effect any dividends, we are required to mail each holder of warrants a notice stating the record date for such dividend or distribution at least ten days prior to the record date.

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Performance Graph

We have presented below the cumulative total return to our stockholders during the period from December 31, 2009 through December 31, 2014, in comparison to the cumulative total returns of the NASDAQ Composite Index and the NASDAQ Biotechnology Index. All values assume a $100 initial investment and the reinvestment of the full amount of all dividends and are calculated as of the last stock trading day of each year. The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock.

	2009		2010		2011		2012		2013		2014
Medivation, Inc.	$	100.00	$	40.31	$	122.46	$	271.69	$	338.93	$	529.00
NASDAQ Composite Index	$	100.00	$	118.02	$	117.04	$	137.47	$	192.62	$	221.02
NASDAQ Biotechnology Index	$	100.00	$	115.22	$	129.13	$	170.83	$	283.60	$	381.18

The information under “Performance Graph” is not deemed to be “soliciting material” or “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference in any filing of Medivation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in those filings.

Recent Sales of Unregistered Securities

None.

Repurchases of Equity Securities

None.

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Item 6. Selected Financial Data.

The following is a summary of our historical consolidated financial data for the years ended and on the dates indicated below. The historical consolidated financial data for the years ended December 31, 2014, 2013 and 2012 and as of December 31, 2014 and 2013 have been derived from our audited consolidated financial statements included in this Annual Report on Form 10-K, or Annual Report. The historical financial data for the years ended December 31, 2011 and 2010 and as of December 31, 2012, 2011 and 2010 have been derived from our audited consolidated financial statements not included in this Annual Report. The information below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes thereto included in this Annual Report to fully understand factors that may affect the comparability of the information presented below.

	Years Ended December 31,
	2014			2013			2012			2011			2010
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Collaboration revenue	$	710,487		$	272,942		$	181,696		$	60,389		$	62,508
Operating expenses:
Research and development expenses		189,570			118,952			95,628			73,432			72,228
Selling, general and administrative expenses		239,071			176,231			112,282			29,887			23,005
Total operating expenses		428,641			295,183			207,910			103,319			95,233
Income (loss) from operations		281,846			(22,241	)		(26,214	)		(42,930	)		(32,725	)
Other income (expense), net:
Interest expense		(21,690	)		(20,249	)		(14,985	)		—			—
Interest income		46			193			229			94			317
Other income (expense), net		(8	)		(201	)		(280	)		(336	)		(57	)
Total other income (expense), net		(21,652	)		(20,257	)		(15,036	)		(242	)		260
Income (loss) before income tax benefit (expense)		260,194			(42,498	)		(41,250	)		(43,172	)		(32,465	)
Income tax benefit (expense)		16,258			(115	)		(7	)		4,331			(1,572	)
Net income (loss)	$	276,452		$	(42,613	)	$	(41,257	)	$	(38,841	)	$	(34,037	)
Basic net income (loss) per common share(1)	$	3.59		$	(0.57	)	$	(0.56	)	$	(0.56	)	$	(0.50	)
Diluted net income (loss) per common share(1)	$	3.42		$	(0.57	)	$	(0.56	)	$	(0.56	)	$	(0.50	)
Weighted-average common shares used in the calculation of basic net income (loss) per common share(1)		76,929			75,165			73,480			69,921			68,579
Weighted-average common shares used in the calculation of diluted net income (loss) per common share(1)		85,000			75,165			73,480			69,921			68,579

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	December 31,
	2014			2013			2012			2011			2010
	(in thousands)
Consolidated Balance Sheets Data:
Cash and cash equivalents	$	502,677		$	228,788		$	71,301		$	70,136		$	107,717
Short-term investments		—			—		$	224,939		$	74,996		$	100,039
Working capital	$	602,216		$	258,290		$	259,330		$	78,555		$	148,037
Total assets	$	911,619		$	392,650		$	371,866		$	175,117		$	239,603
Deferred revenue	$	2,822		$	16,931		$	42,327		$	143,271		$	200,660
Contingent consideration (current and non-current)	$	106,000			—			—			—			—
Convertible Notes, net of unamortized discount	$	222,140		$	208,414		$	196,007			—			—
Accumulated deficit	$	(57,709	)	$	(334,161	)	$	(291,548	)	$	(250,291	)	$	(211,450	)
Total stockholders’ equity	$	449,299		$	76,947		$	73,645		$	1,321		$	7,684

(1) All share and per share amounts have been retroactively adjusted to reflect our September 21, 2012 two-for-one forward stock split. This stock split resulted in the issuance of approximately 37.0 million shares of our common stock.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2014, included elsewhere in this Annual Report on Form 10-K, or Annual Report. The following discussion and analysis contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend that these forward-looking statements be subject to the safe harbors created by those provisions. Please see the section entitled “Forward-Looking Statements” at the beginning of this Annual Report for important information you should know regarding these forward-looking statements and how to identify them, including cautionary language regarding undue reliance on these forward-looking statements. We disclaim any intention or obligation to update, supplement or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

OVERVIEW

We are a biopharmaceutical company focused on the development and commercialization of medically innovative therapies to treat serious diseases for which there are limited treatment options. Through our collaboration with Astellas Pharma, Inc. or Astellas, we have one commercial product, XTANDI^® (enzalutamide) capsules, or XTANDI. XTANDI has received marketing approval in the United States, Europe and numerous other countries worldwide for the treatment of patients with metastatic castration-resistant prostate cancer (mCRPC) and in Japan for the treatment of patients with castration-resistant prostate cancer (CRPC). Since its launch in the United States in September 2012, and subsequent launch in additional countries, XTANDI’s worldwide net sales (as reported by Astellas) were approximately $1.6 billion through December 31, 2014. We and Astellas are also conducting investigational studies of enzalutamide in prostate cancer and in advanced breast cancer. Under our collaboration agreement with Astellas, we share equally with Astellas all profits (losses) related to U.S. net sales of XTANDI. We also receive royalties ranging from the low teens to the low twenties on ex-U.S. XTANDI net sales and certain milestone payments upon the achievement of defined development and sales events.

We seek to become a fully-integrated biopharmaceutical company through the continued commercialization of XTANDI, the acquisition or in-license and development and commercialization of other product opportunities (such as pidilizumab), and through the advancement of our own proprietary research and development programs. We expect that our future growth may come from both internal research efforts and third party business development activities. In the fourth quarter of 2014, we licensed exclusive worldwide rights to pidilizumab, an immune modulatory, anti-Programmed Death-1 (PD-1) monoclonal antibody for all potential indications from

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CureTech, Ltd., or CureTech. Under the license agreement, we are responsible for all development, regulatory, manufacturing, and commercialization activities for pidilizumab. We currently anticipate that we may initiate a Phase 3 clinical trial evaluating pidilizumab in one or more hematologic malignancies as early as in 2015. We are also considering evaluating pidilizumab in other indications, including but not limited to in combination with enzalutamide in breast and prostate cancer. In addition, our internal research and discovery efforts are focused, among other areas, in oncology and neurology.

Additional information regarding our business is included in Part I, Item 1, “Business,” included elsewhere in this Annual Report. Business and financial highlights for the year ended December 31, 2014, are included below in the sections entitled, “Recent Business Highlights” and “2014 Financial Highlights,” respectively.

RECENT BUSINESS HIGHLIGHTS

The following summarizes our recent business highlights. Additional information about our business is included in Part I, Item 1, “Business,” included elsewhere in this Annual Report.

XTANDI (enzalutamide) capsules

• On September 10, 2014, the U.S. Food and Drug Administration, or FDA, approved a new indication for the use of XTANDI to treat patients with mCRPC who have not received chemotherapy. In total, we earned $115.0 million of development milestone payments from Astellas during the year ended December 31, 2014 for the approval and related filings associated with this expanded indication for the use of XTANDI in the U.S.

• On December 2, 2014, Astellas announced that the European Medicines Agency, or EMA, granted a variation to amend the European Marketing Authorisation Application, or MAA, to include the treatment of adult men with mCRPC who are asymptomatic or mildly symptomatic after failure of androgen deprivation therapy and in whom chemotherapy is not yet clinically indicated. In total, we earned $67.0 million of development milestone payments from Astellas during the year ended December 31, 2014 as a result of the variation of the MAA and related filings.

• On March 24, 2014 Astellas announced that they received approval to market XTANDI in Japan for the treatment of patients with CRPC, with the precaution that the efficacy and safety of the drug have not been established in patients with prostate cancer who have not received chemotherapy. Subsequently, in October 2014, in Japan, the “Precautions relating to indications” of the package insert was revised based on the results of the PREVAIL trial to remove the sentence, “The efficacy and safety of the drug have not been established in patients with prostate cancer who have not received chemotherapy.” In total, we earned $75.0 million of development milestone payments from Astellas during the year ended December 31, 2014 related to the Japan approvals and related filings.

Enzalutamide Clinical Development Program

• The Phase 3 PREVAIL trial results were published in the June 1, 2014, online issue and the July 31, 2014, print issue of The New England Journal of Medicine in a paper entitled “Enzalutamide in Metastatic Prostate Cancer Before Chemotherapy.”

• We completed patient enrollment in the Phase 2 STRIVE trial in March 2014, which enrolled approximately 400 men with either metastatic or non-metastatic disease in the United States. The trial is evaluating enzalutamide head-to-head versus bicalutamide, the leading marketed anti-androgen drug. The primary endpoint of the trial is progression-free survival (or PFS). We currently anticipate that the top-line results from the STRIVE trial may be available during 2015. The Phase 2 STRIVE trial is a non-registrational clinical trial and the data from the STRIVE trial are not expected to be approved for use in XTANDI marketing and promotion.

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• The first patient was enrolled in the Phase 3 EMBARK trial in January 2015. The trial is intended to evaluate the efficacy and safety of enzalutamide in patients with high-risk, hormone-sensitive, non-metastatic prostate cancer that has biochemically recurred (rising prostate-specific antigen, or PSA level) following definitive local therapy with radical prostatectomy and/or radiation. The purpose of the trial is to help determine if enzalutamide can delay or prevent the development of metastatic prostate cancer in high-risk men with a rapidly rising PSA. The primary endpoint of the trial is metastasis-free survival. The trial is designed to enroll approximately 1,860 patients.

• In January 2015, we and Astellas reported top-line results from the Phase 2 TERRAIN trial. The trial achieved its primary endpoint demonstrating a statistically significant increase in PFS for patients with mCRPC for enzalutamide compared to bicalutamide (Hazard ratio = 0.44; 95% Confidence Interval, 0.34-0.57; p<0.0001). The median time on treatment in the TERRAIN trial was 11.7 months in the enzalutamide group versus 5.8 months in the bicalutamide group. Median PFS was 15.7 months in the enzalutamide group compared to 5.8 months in the bicalutamide group. Serious adverse events were reported 31.1% of enzalutamide-treated patients and 23.3% of bicalutamide-treated patients. Grade 3 or higher cardiac adverse events were reported in 5.5% of enzalutamide-treated patients versus 2.1% of bicalutamide-treated patients. Two seizures were reported in the enzalutamide group and one in the bicalutamide group. Additional data from the TERRAIN trial, including the secondary endpoints and further safety data, has been submitted for presentation at upcoming medical conferences. The Phase 2 TERRAIN trial is a non-registrational clinical trial and the data from the TERRAIN trial are not expected to be approved for use in XTANDI marketing and promotion. The open-label extension of the trial is ongoing.

• In September 2014, the PLATO trial completed enrollment. The trial is evaluating the efficacy and safety of continued treatment with enzalutamide plus abiraterone acetate and prednisone as compared to abiraterone acetate and prednisone alone in patients with chemotherapy-naïve metastatic prostate cancer whose disease has progressed following enzalutamide therapy. The purpose of the trial is to help determine the potential clinical benefit of extending time on enzalutamide treatment by adding an additional therapy in patients with progressive chemotherapy-naïve metastatic prostate cancer. The global randomized, double-blind, placebo-controlled trial has enrolled 509 chemotherapy-naïve patients with mCRPC. The primary endpoint of the trial is PFS.

• In June 2013, we and Astellas initiated a Phase 2 clinical trial evaluating enzalutamide as a single agent for the treatment of advanced androgen receptor positive (AR+), triple negative breast cancer (TNBC). TNBC is a type of breast cancer that is not driven by the three most commonly targeted receptors in breast cancer: estrogen, progesterone and human epidermal growth factor receptor 2, or HER2. The Phase 2 open label, single arm, multicenter trial enrolled 118 women in two stages with metastatic TNBC in sites in the United States, Canada, and Europe. The primary endpoint of the trial is clinical benefit rate defined as the proportion of women with a complete response, partial response or stable disease for at least 16 weeks. Patients with any amount of AR expression in their primary tumor were enrolled, but to be evaluable for the primary endpoint analysis, at least 10% of the cells in the patient’s primary tumor sample must test positive for the androgen receptor. Additionally, we are optimizing a diagnostic test that may help best identify those most likely to receive clinical benefit from enzalutamide. Data from stage 1 of the trial and preliminary data from stage 2 of the trial were presented at the 37^th Annual San Antonio Breast Cancer Symposium in December 2014. Mature data from the Phase 2 trial are anticipated in 2015. Although we believe the early data are encouraging, particularly in this population of women who have limited treatment options, no firm determination has been made by us or Astellas at this time about the conduct of later-stage studies in this population.

• In August 2014, we and Astellas initiated a Phase 2 clinical trial evaluating the safety and efficacy of adding enzalutamide to trastuzumab in approximately 80 patients with metastatic or locally advanced breast cancer that is AR+, HER2 amplified, and estrogen-receptor negative (ER-) or progesterone receptor negative (PgR-) whose disease has previously progressed on trastuzumab. The primary endpoint of the trial is clinical benefit rate defined as complete response or partial response or stable

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disease at or before 24 weeks. The goal of the trial is to determine whether enzalutamide will provide any incremental benefit for women who have progressed on trastuzumab.

Corporate Developments

• In October 2014, we entered into an agreement to license exclusive worldwide rights to CureTech’s late-stage clinical molecule pidilizumab, an immune modulatory anti-PD-1 monoclonal antibody. Under the license agreement, we will be responsible for all development, regulatory, manufacturing, and commercialization activities for pidilizumab for all indications, including in oncology. We believe that pidilizumab may have utility in immuno-oncology.

2014 FINANCIAL HIGHLIGHTS

• Worldwide net sales of XTANDI, as reported by Astellas, for the year ended December 31, 2014, were approximately $1.1 billion.

• Net sales of XTANDI in the United States for the year ended December 31, 2014, as reported by Astellas, were $679.8 million, an increase of $287.4 million, or 73%, from the year ended December 31, 2013.

• Net sales of XTANDI outside of the United States for the year ended December 31, 2014, as reported by Astellas, were approximately $381.1 million, an increase of $328.3 million, or 622%, from the year ended December 31, 2013.

• Collaboration revenue for the year ended December 31, 2014, was $710.5 million, an increase of $437.5 million, or 160%, from the year ended December 31, 2013.

• Development and sales milestone payments earned under the Astellas Collaboration Agreement were $257.0 million and $50.0 million, respectively, for the year ended December 31, 2014. At December 31, 2014, the remaining sales milestone payments that may be earned under the Astellas Collaboration Agreement were $245.0 million, some or all of which we anticipate could be earned in 2015 or 2016.

• Total operating expenses for the year ended December 31, 2014, were $428.6 million, an increase of $133.5 million, or 45%, from the year ended December 31, 2013. Operating expenses included non-cash stock-based compensation expense of $45.1 million and $37.1 million for the years ended December 31, 2014 and 2013, respectively.

• Cash and cash equivalents were $502.7 million at December 31, 2014, an increase of $273.9 million, or 120%, from $228.8 million at December 31, 2013. At December 31, 2014, the collaboration receivable from Astellas was $184.7 million, all of which was received in the first quarter of 2015.

CRITICAL ACCOUNTING POLICIES AND THE USE OF ESTIMATES

The preparation of our consolidated financial statements and related footnotes in accordance with accounting principles generally accepted in the United States and the rules and regulations of the U.S. Securities and Exchange Commission requires us to make estimates, assumptions and judgments in certain circumstances that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We have based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We have discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors. Actual results could differ materially from these estimates under different assumptions or conditions.

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An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. We believe that certain of our accounting policies are critical because they are the most important to the preparation of our consolidated financial statements. These policies require our most subjective and complex judgments, often requiring the use of estimates about the effects of matters that are inherently uncertain. Once adopted, we consistently apply our critical accounting policies.

A detailed description of our significant accounting policies is included in the footnotes to our audited consolidated financial statements included elsewhere in this Annual Report. A subsection of these accounting policies identified by management as “Critical Accounting Policies” are included below.

Goodwill and Intangible Assets

Assets acquired and liabilities assumed in business combinations are recognized at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recognized as goodwill. We determine the fair value of intangible assets, including in-process research and development, or IPR&D, using the multi-period excess earnings model of the “income method.” This method starts with a forecast of net cash flows, risk adjusted for estimated probabilities of technical and regulatory success and adjusted to present value using an appropriate discount rate that reflects the risk associated with the cash flow streams. The valuation process is very complex and requires significant input and judgment using internal and external sources. Although the valuations are required to be finalized within a one-year period, we must consider all and only those facts and evidence available at the acquisition date. The most complex and judgmental matters applicable to the valuation process are summarized below:

• Unit of account—In valuing the IPR&D we consider whether the intangible asset should be valued as a single global asset rather than multiple assets for each jurisdiction or indication after considering the development stage, expected levels of incremental costs to obtain the initial and subsequent regulatory approvals, risks associated with further development, amount and timing of benefits expected to be derived in the future, expected patent lives in various jurisdictions and the intention to promote the assets as a global brand.

• Estimated useful life—The asset life expected to contribute meaningful cash flows is determined after considering all pertinent matters associated with the asset, including expected regulatory approval dates (if unapproved), exclusivity periods, and other legal, regulatory, or contractual periods as well as the effects of any obsolescence, demand, competition, and other economic factors, including barriers to entry.

• Probability of Technical and Regulatory Success (“PTS”) rate—PTS rates are determined considering industry averages of the respective program’s development stage and disease indication and adjusted for specific information or data known at the acquisition date. Subsequent clinical results or other internal or external data obtained could alter the PTS rate and materially impact the estimated fair value of the intangible asset in subsequent periods leading to non-cash impairment charges in the consolidated statement of operations.

• Projections—Future revenues are estimated after considering many factors such as initial market opportunity, pricing, sales trajectories to peak sales levels, competitive environment and product evolution. Future costs and expenses are estimated after considering historical trends, market participant synergies and timing and level of additional development costs to obtain the initial or additional regulatory approvals, maintain or further enhance the product. We generally assume initial positive cash flows to commence shortly after the receipt of expected regulatory approvals which typically may not occur for a number of years. Actual cash flows attributable to the project are likely to be different than those assumed since projections are subjected to multiple factors including trial results

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and regulatory matters which could materially change the ultimate commercial success of the asset as well as significantly alter the costs to develop the respective asset into commercially viable products.

• Discount rate— Discount rates are selected after considering the risks inherent in the future cash flows; the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry, as well as expected changes in standards of practices for indications addressed by the asset.

Goodwill is tested at least annually for impairment or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, on an enterprise level by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. Examples of qualitative factors include our share price, our financial performance compared to budgets, long-term financial plans, macroeconomic, industry and market conditions as well as the substantial excess of fair value over the carrying value of net assets.

We test IPR&D for impairment at least annually or more frequently if impairment indicators exist. These assets are initially measured at fair value and therefore any reduction in expectations used in the valuations could potentially lead to impairment. Some of the more common potential risks leading to impairment include competition, earlier than expected loss of exclusivity, pricing pressures, adverse regulatory changes or clinical trial results, delay or failure to obtain regulatory approval and additional development costs, inability to achieve expected synergies, higher operating costs, changes in tax laws and other macro-economic changes. The complexity in estimating the fair value of intangible assets in connection with an impairment test is similar to the initial valuation.

Considering the high risk nature of research and development and the industry’s success rate of bringing developmental compounds to market, IPR&D impairment charges are common. IPR&D is closely monitored and assessed each reporting period for impairment.

Contingent consideration

We initially determine the fair value of contingent consideration obligations at the acquisition date using a probability-based income approach utilizing an appropriate discount rate. Each reporting period we revalue the contingent consideration obligations associated with acquisitions to their fair value and record increases in the fair value as non-cash contingent consideration expense and decreases in the fair value as non-cash contingent consideration income in the consolidated statements of operations. Changes in contingent consideration could result from changes in the assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are expected to be achieved and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as our development programs progress, revenue estimates evolve and additional data are obtained, impacting our assumptions. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value which may have a material impact on our results from operations and financial position.

Collaboration Agreements

Estimated Performance Periods

Both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer contain multiple elements and deliverables. We evaluated the facts and circumstances of the collaboration agreements and concluded that we had multiple deliverables under both collaboration agreements, including deliverables relating to grants of technology licenses, and performance of manufacturing, regulatory and clinical development activities in the United States. In the case of the Astellas Collaboration Agreement, the period in which we performed our deliverables began in the fourth quarter of 2009 and is currently estimated to conclude during the

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second quarter of 2015 upon completion of our remaining performance obligations. In the case of the former collaboration agreement with Pfizer, the period in which we performed our deliverables began in the fourth quarter of 2008 and concluded in the third quarter of 2012 upon completion of our performance obligations. We also concluded that our deliverables under each collaboration agreement should be accounted for as a single unit.

Estimation of the performance periods of our deliverables requires the use of our management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, our experience, along with our collaboration partners’ experience, in conducting manufacturing, clinical development and regulatory activities. We review the estimated duration of our performance periods under our collaboration agreements on a quarterly basis and make any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under the Astellas Collaboration Agreement could impact the timing of future revenue recognition.

Collaboration Agreement Payments

We account for the various payment flows under our collaboration agreements in a consistent manner, as follows:

Upfront Payments. We received non-refundable, upfront cash payments of $110.0 million and $225.0 million under our collaboration agreement with Astellas and our former collaboration agreement with Pfizer, respectively. We recognize these payments as collaboration revenue on a straight-line basis over the applicable estimated performance period.

Milestone Payments. We are eligible to receive milestone payments under the Astellas Collaboration Agreement based on achievement of specified development, regulatory and commercial events. We evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of our obligations under the Astellas Collaboration Agreement, and (b) events which do not involve the performance of our obligations under the Astellas Collaboration Agreement.

The former category of milestone payments consists of those triggered by development and regulatory activities in the United States and by the acceptance for review of marketing applications in Europe and Japan. We concluded that each of these payments, with one exception, constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by us of one or more of our deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to us, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, we recognize any revenue from these milestone payments in the period in which the underlying triggering event occurs. The one exception is the milestone payment for initiation of the Phase 3 PREVAIL trial, an event which we deemed to be reasonably assured at the inception of the Astellas collaboration. This milestone payment was triggered in the third quarter of 2010, and we are recognizing it as collaboration revenue on a straight-line basis over the estimated remaining performance period of the Astellas Collaboration Agreement.

The latter category of milestone payments consists of those triggered by potential marketing approvals in Europe and Japan, and commercial activities globally, all of which are areas in which we have no pertinent contractual responsibilities under the Astellas Collaboration Agreement. We concluded that these payments constitute contingent revenues and thus recognize them as revenue in the period in which the contingency is met.

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Royalties and Profit (Loss) Sharing Payments. Under the Astellas Collaboration Agreement, we share equally profit (losses) on sales of products in the United States and we are eligible to receive royalties on sales of products outside the United States. We consider these payments to be contingent revenues, and we recognize them as revenue in the period in which the applicable contingency is resolved.

Cost-Sharing Payments. Under both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer, we and our collaboration partners share certain development and commercialization costs (including in the case of the Astellas Collaboration Agreement, cost of goods sold and the royalty on net sales payable to The Regents of the University of California, or UCLA (or the Regents), under our license agreement with UCLA) in the United States. The parties make quarterly cost-sharing payments to one another in amounts necessary to ensure that each party bears its contractual share of the overall shared U.S. development and commercialization costs incurred. Our policy is to account for cost-sharing payments to our collaboration partners as increases in expense in our consolidated statements of operations, while cost-sharing payments by our collaboration partners to us are accounted for as reductions in expense. Cost-sharing payments related to development activities and commercialization activities are recorded in research and development expenses, or R&D expenses, and selling, general and administrative expenses, or SG&A expenses, respectively.

Reliance on Third Party Information. Under the Astellas Collaboration Agreement, Astellas records all XTANDI sales globally and has operational responsibility for certain development and commercialization activities in the United States for which we share costs. Thus, Astellas has control over certain XTANDI-related financial information needed to prepare our financial statements and related disclosures, including information regarding gross sales, net sales, gross-to-net sales deductions, including estimates of potential future product returns, and shared U.S. development and commercialization costs incurred by Astellas. We are dependent on Astellas to provide us with such information in a timely and accurate manner for use in preparing our consolidated financial statements and related disclosures. Certain of this information provided by Astellas is subject to estimates, including estimates used in determining gross-to-net revenue deductions such as payor mix, discounts (including legally mandated discounts to government entities), returns, chargebacks, rebates, and participation levels in patient assistance programs, and estimates regarding accrued development and commercialization costs incurred by Astellas. Under the Astellas Collaboration Agreement, the deductions from gross sales used to derive net sales of XTANDI are determined in a manner consistent with GAAP, consistently applied. Should Astellas fail to provide us with any such financial information in a timely manner, or should any such financial information provided by Astellas, or any of the estimates upon which such financial information was based, prove to be inaccurate, we could be required to record adjustments in future periods.

Stock-Based Compensation

We have granted stock options, restricted stock units, performance share awards, and stock appreciation rights pursuant to the terms of our Amended and Restated 2004 Equity Incentive Award Plan, or the Medivation Equity Incentive Plan, and eligible employees may purchase shares pursuant to the Medivation, Inc. 2013 Employee Stock Purchase Plan, or ESPP.

Stock-based compensation expense associated with stock options is based on the estimated grant date fair value using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, option term, risk-free interest rate and dividend yield. We recognize compensation expense over the vesting period of the awards that are ultimately expected to vest.

Stock-based compensation expense associated with restricted stock units is based on the fair value of our common stock on the grant date, which equals the closing market price of our common stock on the grant date. For restricted stock units, we recognize compensation expense over the vesting period of the awards that are ultimately expected to vest.

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Performance share awards allow the recipients of such awards to earn fully-vested shares of our common stock based on the achievement of pre-established performance objectives. Stock-based compensation expense associated with performance share awards is based on the fair value of our common stock on the grant date, which equals the closing market price of our common stock on the grant date, and is recognized when the performance objective is expected to be achieved. We evaluate on a quarterly basis the probability of achieving the performance criteria. The cumulative effect on current and prior periods of a change in the estimated number of performance share awards expected to be earned is recognized as compensation expense or as reduction of previously recognized compensation expense in the period of the revised estimate. At December 31, 2014, no performance share awards were outstanding.

The fair value of stock-settled and cash-settled stock appreciation rights is initially measured on the grant date using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. Similar to stock options, compensation expense for stock-settled stock appreciation rights is recognized over the vesting period of the awards that are ultimately expected to vest based on the grant-date fair value. Cash-settled stock appreciation rights are liability-classified awards for which compensation expense and the associated liability are remeasured at each reporting date through the date of settlement based on the portion of the requisite service period rendered. Upon the conversion of cash-settled stock appreciation rights to stock-settled stock appreciation rights, the awards are remeasured using the then-current Black-Scholes assumptions and the remeasured liability is reclassified to additional paid-in capital.

Equity awards to consultants are typically remeasured at fair value at each reporting date until the awards vest.

We account for the ESPP as a compensatory plan. The fair value of each purchase under the ESPP is estimated on the date of the beginning of the offering period using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. We recognize compensation expense over the vesting period of the awards that are ultimately expected to vest.

Determining an estimate of the fair value of equity awards using the Black-Scholes valuation model requires the use of highly subjective assumptions related to expected stock price volatility, term, risk-free interest rate and dividend yield. The Black-Scholes valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable; characteristics not present in the our stock options, stock appreciation rights, or ESPP shares. If the model permitted consideration of the unique characteristics of employee stock options, stock appreciation rights, and ESPP shares, the resulting estimate of fair value of the stock options, stock appreciation rights, and ESPP shares could be different. In addition, if we had made different assumptions and estimates for use in the Black-Scholes valuation model, the amount of recognized and to be recognized stock-based compensation expense could have been different. Please refer to the footnotes to the audited consolidated financial statements included elsewhere in this Annual Report for further information about the assumptions made by us and the impact of such assumptions.

We apply a forfeiture rate when determining stock-based compensation expense to account for an estimate of the granted awards not expected to vest. If actual forfeitures differ from the expected rate, we may be required to make additional adjustments to compensation expense in future periods.

Research and Development Expense and Accruals

R&D expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs, upfront and development milestone payments under license agreements, and other consulting services. Research and development costs are expensed as incurred unless there is an alternative future use in other research and development projects. Non-refundable advance payment for goods and services that will be used in future research and development

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activities are expensed when the activity has been performed or when the goods have been received rather than when payment has been made. In instances where we enter into agreements with third parties to provide research and development services to us, costs are expensed as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.

Our accruals for clinical trials and other research and development activities are based on estimates of the services received and efforts expended pursuant to contracts with numerous clinical trial centers, contract research organizations, and clinical manufacturing organizations. In the normal course of business we contract with third parties to perform various research and development activities in the on-going development of our product candidates, including without limitation, third party clinical trial centers and contract research organizations that perform and administer our clinical trials on our behalf and clinical manufacturing organizations that manufacture clinical trial materials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under these agreements depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical trial or similar conditions. The objective of our accrual policy is to match the recording of expenses in our consolidated financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical trials and other research and development activities are recognized based on our estimate of the degree of completion of the event or events specified in the specific agreement.

Our accrual estimates are dependent upon the timeliness and accuracy of data provided by third parties regarding the status and cost of studies, and may not match the actual services performed by these organizations. During the course of a clinical trial, we adjust our rate of clinical trial expense recognition if actual results differ from our estimates. We make estimates of our accrued clinical trial expense as of each balance sheet date based on facts and circumstances known at that time. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and result in us reporting amounts that are too high or too low for any particular period. This could result in adjustment to our R&D expense in future periods. We have had no significant adjustments to previously recorded amounts.

Litigation

We are party to legal proceedings, investigations, and claims in the ordinary course of business. We record accruals for outstanding legal matters when we believe that it is both probable that a liability has been incurred and the amount of such liability can be reasonably estimated. We evaluate, on a quarterly basis, developments in significant legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. To the extent new information is obtained and our views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for matters for which the likelihood of material loss is at least reasonably possible, we provide disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, we will provide disclosure to that effect. Gain contingencies, if any, are recorded as a reduction of expense when they are realized.

Convertible Notes

We account for convertible debt instruments that may be settled in cash upon conversion by separating the liability and the equity components of the instruments in a manner that reflects our nonconvertible debt borrowing rate when we recognize interest expense in subsequent periods. The debt component of the Convertible Notes, which excludes the associated equity conversion feature, was recorded at fair value on the issuance date. The equity component, representing the difference between the aggregate principal amount of the

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Convertible Notes and the fair value of the debt component, was recorded in additional paid-in capital on the consolidated balance sheet. The discount initially excluded from the carrying value of the Convertible Notes due to the bifurcation will be subsequently accreted to the Convertible Notes principal amount through the recognition of non-cash interest expense.

Costs related to the issuance of the Convertible Notes, consisting primarily of investment banking, legal and other professional fees were allocated to the debt and equity components of the Convertible Notes in proportion to the allocation of the principal proceeds. Amounts allocated to the debt component were capitalized and are being amortized as non-cash interest expense using the effective yield method over the five-year contract term of the Convertible Notes. Amounts allocated to the equity component were charged against additional paid-in capital.

Determining the fair value of the debt component of the Convertible Notes requires the use of management estimates and assumptions, including without limitation estimates of the fair value of similar debt instruments that do not include an equity conversion feature. These estimates and assumptions are judgmental in nature and could have a significant impact on our consolidated financial statements, including the carrying value of the Convertible Notes, the associated debt discount, and the amounts of non-cash interest expense reported.

Leases

We use a consistent lease period (generally, the initial non-cancellable lease term plus renewal option periods provided for in the lease that can be reasonably assured) when calculating amortization of leasehold improvements and in determining straight-line rent expense and classification of a lease as either an operating lease or capital lease. The lease term and straight-line rent expense commence on the date when we take possession and have the right to control the use of the leased premises. Funds received from the lessor intended to reimburse us for the cost of leasehold improvements are recorded as deferred rent resulting from a lease incentive and are amortized over the lease term as a reduction to rent expense.

Build-to-Suit Lease Accounting

In certain lease arrangements, we are involved in the construction of the building. To the extent we are involved with structural improvements of the construction project or take construction risk prior to the commencement of a lease, Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 840-40, “Leases – Sale-Leaseback Transactions (Subsection 05-5)”, requires us to be considered the owner for accounting purposes of these types of projects during the construction period. Therefore, we record an asset in property and equipment, net on the consolidated balance sheets, including capitalized interest costs, for the replacement cost of our portion of the pre-existing building plus the amount of estimated structural construction costs incurred by the landlord and us as of the balance sheet date. We record a corresponding build-to-suit lease obligation on our consolidated balance sheets representing the amounts paid by the lessor.

Once construction is complete, we consider the requirements for sale-leaseback accounting treatment, including evaluating whether all risks of ownership have been transferred back to the landlord, as evidenced by a lack of continuing involvement in the leased property. If the arrangement does not qualify for sale-leaseback accounting treatment, the building asset remains on our consolidated balance sheets at its historical cost, and such asset is depreciated over its estimated useful life. We bifurcate our lease payments into a portion allocated to the building, and a portion allocated to the parcel of land on which the building has been built. The portion of the lease payments allocated to the land are treated for accounting purposes as operating lease payments, and therefore recorded as rent expense in the consolidated statements of operations. The portion of the lease payments allocated to the building is further bifurcated into a portion allocated to interest expense and a portion allocated to reduce the build-to-suit lease obligation.

The interest rate used for the build-to-suit lease obligation represents our estimated incremental borrowing rate, adjusted to reduce any built in loss.

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The initial recording of these assets and liabilities is classified as non-cash investing and financing items, respectively, for purposes of the consolidated statements of cash flows.

The most significant estimates used by management in accounting for build-to-suit leases and the impact of these estimates are as follows:

• Expected lease term- Our expected lease term includes both contractual lease periods and cancelable option extension periods in which failure to exercise such options would result in an economic penalty. The expected lease term is used in determining the depreciable life of the asset or the straight-line rent recognition period for the portion of the lease payment allocable to the land component. Increasing the expected lease term to include cancelable optional extension periods would generally result in higher interest and depreciation expense for a build-to-suit lease recorded on our consolidated balance sheet.

• Incremental borrowing rate- We estimate our incremental borrowing rate using treasury rates for debt with maturities comparable to the expected lease term and our credit spread. For build-to-suit leases recorded on our consolidated balance sheet with a related build-to-suit lease obligation, the incremental borrowing rate is used in allocating our rental payments between interest expense and a reduction of the outstanding build-to-suit lease obligation.

• Fair market value of leased asset- The fair market value of a build-to-suit lease property is based on replacement cost of the pre-construction shell and comparable market data. Fair market value is used in determining the amount of the property asset and related build-to-suit lease obligation to be recognized on our consolidated balance sheet for build-to-suit leases.

Income Taxes

We record a valuation allowance to reduce our deferred tax assets to reflect the net amount that we believe is more likely than not to be realized. Realization of our deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. The valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable; such assessment is required on a jurisdiction by jurisdiction basis. Based upon the weight of available evidence at December 31, 2014, we determined that it was more likely than not that a portion of our deferred tax assets would be realizable and consequently we released our valuation allowance against Federal and certain state net deferred tax assets and recorded a discrete tax benefit of $33.4 million during the fourth quarter of 2014. The decision to reverse a portion of the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to our historical operating results, income or loss in recent periods, cumulative income in recent years, forecasted earnings, future taxable income, and significant risk and uncertainty related to forecasts. The release of the valuation allowance resulted in the recognition of certain deferred tax assets and a decrease to income tax expense.

Significant judgment is required in evaluating our uncertain income tax positions based on the guidance in ASC 740-10-25, “Accounting for Uncertainty in Income Taxes.” We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by tax authorities. The tax benefit recognized in the financial statements on a particular tax position is measured on the largest benefit that is more likely than not to be realized. We evaluate uncertain tax positions on a quarterly basis and adjust the liability for changes in facts and circumstances, such as new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, significant amendment to an existing tax law, or resolution of an examination. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax provision in the period in which such determination is made. The resolution of our uncertain income tax positions is dependent on uncontrollable factors such as law changes, new case law, and the willingness of the income tax authorities to settle, including the timing thereof and other factors. Although we do not anticipate significant changes to our uncertain income tax positions in the next twelve months, items outside of our control could cause our uncertain income tax

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positions to change in the future, which would be recorded in our consolidated statements of operations. Interest and/or penalties related to income tax matters are recognized as a component of income tax expense as incurred.

RESULTS OF OPERATIONS

Collaboration Revenue

We have a collaboration agreement with Astellas pursuant to which we are collaborating with Astellas to develop and commercialize XTANDI globally. The terms of the collaboration agreement are described in Note 3, “Collaboration Agreements,” to our audited consolidated financial statements included elsewhere in this Annual Report. Collaboration revenue consists of three components: (a) collaboration revenue related to U.S. XTANDI sales; (b) collaboration revenue related to ex-U.S. XTANDI sales; and (c) collaboration revenue related to upfront and milestone payments.

Collaboration revenue was as follows (in thousands):

	Years Ended December 31,
	2014		2013		2012
Collaboration revenue:
Related to U.S. XTANDI sales	$	339,902	$	196,208	$	35,752
Related to ex-U.S. XTANDI sales		49,476		6,338		—
Related to upfront and milestone payments		321,109		70,396		145,944
Total	$	710,487	$	272,942	$	181,696

We are required to pay UCLA ten percent of all Sublicensing Income, as defined in our license agreement with UCLA. We are currently involved in litigation with UCLA regarding certain terms of the license agreement and other matters, which are discussed in Part I, Item 3, “Legal Proceedings.”

Collaboration Revenue Related to U.S. XTANDI Sales

Collaboration revenue related to U.S. XTANDI sales was as follows (in thousands):

	Years Ended December 31,
	2014			2013			2012
U.S. XTANDI sales (as reported by Astellas)	$	679,805		$	392,415		$	71,504
Shared U.S. development and commercialization costs		(323,730	)		(241,106	)		(88,908	)
Pre-tax U.S. profit (loss)	$	356,075		$	151,309		$	(17,404	)
Medivation’s share of pre-tax U.S. profit (loss)	$	178,037		$	75,655		$	(8,702	)
Reimbursement of Medivation’s share of shared U.S. costs		161,865			120,553			44,454
Collaboration revenue related to U.S. XTANDI sales	$	339,902		$	196,208		$	35,752

U.S. net sales of XTANDI (as reported by Astellas) for the year ended December 31, 2014, were $679.8 million, an increase of $287.4 million, or 73%, compared with net sales for the prior year. Approximately 83% of the increase was due to higher sales volume and approximately 17% of the increase was due to changes in price elements. The increase in price elements includes a net favorable adjustment in 2014 of $14.9 million related to changes in prior period estimates of deductions against gross sales.

U.S. net sales of XTANDI (as reported by Astellas) for the year ended December 31, 2013, were $392.4 million, an increase of $320.9 million, or 449%, compared with net sales for the prior year. Approximately 88% of the increase was due to higher sales volume and approximately 12% of the increase was due to changes in

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price elements. The increase in price elements includes an adjustment of $5.9 million related to changes in prior period estimates of deductions against gross sales. Net sales of XTANDI in the U.S. for the year ended December 31, 2012 represented sales during the period from commercial launch of XTANDI on September 13, 2012 through December 31, 2012.

In the fourth quarters of 2014 and 2013, we experienced cyclical buying patterns of XTANDI in the U.S. by channel partners. Specifically, in both years, fourth quarter U.S. XTANDI net sales (as reported by Astellas) included approximately one week of additional channel partner inventory. Just as we experienced with the fourth quarter 2013 inventory buy-in, we anticipate that the fourth quarter 2014 channel partner inventory levels may be reduced in the first quarter of 2015. We also anticipate that the estimated gross-to-net revenue accrual rates utilized by Astellas in the first quarter of 2015 may be slightly higher than those utilized in the fourth quarter of 2014, due to the impact of Medicare Part D coverage and other government programs.

Collaboration revenue related to U.S. XTANDI sales for the year ended December 31, 2014, was $339.9 million, an increase of $143.7 million, or 73%, from $196.2 million for the prior year. Collaboration revenue related to U.S. XTANDI sales for the year ended December 31, 2013, increased $160.4 million, or 448%, from $35.8 million for the prior year. The increase in both 2014 and 2013 resulted from an increase in our share of pre-tax U.S. profit in the collaboration with Astellas as well as an increase in the reimbursement of our shared U.S. costs.

Along with other manufacturers of branded pharmaceutical products, we are subject to various provisions of the Patient Protection and Affordable Care Act of 2010, or PPACA, and other healthcare reform legislation. The stated goals of this legislation include reducing the number of uninsured Americans, improving the quality of healthcare delivery and reducing projected U.S. healthcare costs. The largest component of the deductions from gross sales used in deriving net sales of XTANDI in the United States is legally mandated discounts or rebates to Medicare and other government programs such as Medicaid. Although the full impact to us of all elements of PPACA and other healthcare reform legislation cannot be specifically determined, we estimate that legally mandated discounts or rebates for Medicaid and Medicare Part D programs, including the 23.1% rebate and the “donut hole” provisions, reduced XTANDI U.S. sales by approximately 3% to 4% for the year ended December 31, 2014. These provisions are anticipated to continue to impact U.S. sales of XTANDI to a similar degree in future periods. The financial impact of U.S. healthcare reform legislation to our consolidated financial statements in future periods depends on a number of factors, including the timing of and changes in sales volumes for our products and the number of patients eligible for these government programs. Additional information regarding the impact of the provisions of PPACA and other healthcare reform legislation on us is included in Part I, Item 1A, “Risk Factors.”

Collaboration Revenue Related to Ex-U.S. XTANDI Sales

Net sales of XTANDI outside of the United States (as reported by Astellas) were $381.1 million and $52.8 million for the years ended December 31, 2014 and 2013, respectively. XTANDI was first approved for sale outside of the United States in June 2013. Collaboration revenue attributable to ex-U.S. XTANDI sales was $49.5 million and $6.3 million for the years ended December 31, 2014 and 2013, respectively.

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Collaboration Revenue Related to Upfront and Milestone Payments

Collaboration revenue related to upfront and milestone payments was as follows (in thousands):

	Years Ended December 31,
	2014		2013		2012
From Astellas:
Development milestones earned	$	257,000	$	20,000	$	45,000
Sales milestones earned		50,000		25,000		—
Amortization of deferred upfront and development milestones		14,109		25,396		28,914
		321,109		70,396		73,914
From Pfizer:
Amortization of deferred upfront and development milestones		—		—		72,030
Total	$	321,109	$	70,396	$	145,944

Collaboration revenue related to upfront and milestone payments from Astellas for the year ended December 31, 2014, was $321.1 million, an increase of $250.7 million, or 356% from $70.4 million for the prior year. The increase in collaboration revenue related to upfront and milestone payments from Astellas was due to the timing of the recognition of development and sales milestone payments upon the achievement of certain defined milestone events as well as a change in the estimated remaining performance period under the Astellas Collaboration Agreement. Additional information regarding the milestones earned during 2014 is included in the section of Management’s Discussion and Analysis of Financial Condition and Results of Operations entitled “Recent Business Highlights” and “2014 Financial Highlights.”

Collaboration revenue attributable to upfront and milestone payments from Astellas for the year ended December 31, 2013, was $70.4 million, a decrease of $3.5 million, or 5%, from $73.9 million for the prior year. The difference was due primarily to a change in the estimated remaining performance period under the Astellas Collaboration Agreement.

As of December 31, 2014, we have earned all of the $335.0 million of development milestone payments we were eligible to receive under the Astellas Collaboration Agreement and may earn up to $245.0 million of remaining sales milestone payments under the Astellas Collaboration Agreement upon the achievement of defined sales milestone events, some or all of which we anticipate could be earned in 2015 or 2016.

Collaboration revenue related to amortization of deferred upfront and development milestone payments from Pfizer for the year ended December 31, 2012, was $72.0 million, which reflected the accelerated recognition of the remaining unamortized portion of the upfront payment received under the former collaboration agreement with Pfizer, due to the termination of the agreement in January 2012. Amortization of the full Pfizer upfront payment was completed upon completion of our performance obligations in the third quarter of 2012.

Deferred revenue under the Astellas Collaboration Agreement was $2.8 million and $16.9 million at December 31, 2014 and 2013, respectively.

Research and Development Expenses

Research and development, or R&D, expenses were as follows (dollars in thousands):

	Years Ended December 31,
	2014			2013			2012
Research and development expenses	$	189,570		$	118,952		$	95,628
Percentage change		59	%		24	%
Percentage of operating expenses		44	%		40	%		46	%

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R&D expenses increased by $70.6 million, or 59%, to $189.6 million, for the year ended December 31, 2014, from $119.0 million for the prior year. The increase was primarily due to an increase of approximately $27.2 million of third party clinical and preclinical development costs as a result of increased clinical and preclinical activities, a $23.7 million increase in payments to UCLA related to the development milestone payments we earned from Astellas, a $10.1 million increase in facilities and information technology infrastructure costs, and a $9.6 million increase in personnel costs resulting from higher staffing levels.

R&D expenses increased by $23.3 million, or 24%, to $119.0 million for the year ended December 31, 2013, from $95.6 million for the prior year. The increase was primarily due to a $12.9 million increase in third party clinical and preclinical development costs and a $12.3 million increase in personnel costs resulting from higher staffing levels, partially offset by a $4.5 million decrease in payments to UCLA related to the development milestone payments we earned from Astellas.

We expect that R&D expenses will increase in 2015 as a result of increased personnel costs related to additional headcount and increase in third party clinical and preclinical development costs as a result of increased activities, including activities related to clinical manufacturing of pidilizumab and costs to develop certain limited laboratory and pharmaceutical operations capabilities. We expect R&D headcount may increase to above 300 full-time employees at December 31, 2015, from 221 full-time employees at December 31, 2014, to support ongoing and planned programs.

Under both the Astellas Collaboration Agreement and our former collaboration agreement with Pfizer, we and our collaboration partners share certain development costs in the United States. We recorded development cost-sharing payments from Astellas and Pfizer, and corresponding reductions in R&D expenses, as follows (in thousands):

	Years Ended December 31,
	2014		2013		2012
Development cost-sharing payments from Astellas	$	63,479	$	46,594	$	47,473
Development cost-sharing payments from Pfizer		—		—		1,740
Total	$	63,479	$	46,594	$	49,213

We are currently engaged in three R&D programs: (1) the development of enzalutamide for the treatment of prostate and breast cancer; (2) the planned development of pidilizumab; and (3) multiple proprietary research and drug discovery projects. R&D costs are identified as either directly allocable to one of our R&D programs or indirect costs, with only direct costs being tracked by specific program. Direct costs consist primarily of clinical, preclinical, and drug discovery costs, cost of supplying drug substance and drug product for use in clinical and preclinical studies, including clinical manufacturing costs, upfront and milestone payments under license agreements, personnel costs (including both cash costs and non-cash stock-based compensation costs), contract research organization fees, and other contracted services pertaining to specific clinical and preclinical studies. Indirect costs consist of corporate overhead costs and other administrative and support costs. The following table summarizes the direct costs attributable to each program and total indirect costs (in thousands):

	Years Ended December 31,
	2014		2013		2012
Direct costs:
XTANDI (enzalutamide) program	$	102,669	$	73,076	$	67,086
Early-stage programs		61,063		36,140		19,190
Pidilizumab program		5,949		—		—
Former dimebon program(1)		—		—		2,164
Total direct costs		169,681		109,216		88,440
Indirect costs		19,889		9,736		7,188
Total	$	189,570	$	118,952	$	95,628

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(1) We and Pfizer discontinued development of dimebon for all indications in January 2012, and completed the wind-down of each of our respective remaining collaboration activities in the third quarter of 2012.

Our R&D programs may be subject to change from time to time as we evaluate our priorities and available resources.

For a detailed discussion of the risks and uncertainties associated with the timing and cost of completing a product development plan, see Part I, Item 1A, “Risk Factors—Risks Related to Our Future Product Development Candidates” of this Annual Report.

Selling, General and Administrative Expenses

Selling, general and administrative, or SG&A, expenses were as follows (dollars in thousands):

	Years Ended December 31,
	2014			2013			2012
Selling, general and administrative expenses	$	239,071		$	176,231		$	112,282
Percentage change		36	%		57	%
Percentage of operating expenses		56	%		60	%		54	%

SG&A expenses increased by $62.8 million, or 36%, to $239.1 million, for the year ended December 31, 2014, from $176.2 million for the prior year. The increase was primarily due to higher sales and marketing costs as well as certain medical affairs costs and other initiatives associated with launch of XTANDI in the pre-chemotherapy setting in the United States. These included higher collaboration expenses from Astellas and additional internal personnel costs due to higher staffing levels. In addition, we incurred approximately $8.0 million higher royalty expense based on sales and accrued payments to UCLA associated with sales milestones we earned from Astellas, partially offset by a reduction in legal fees.

SG&A expenses increased by $63.9 million, or 57%, to $176.2 million for the year ended December 31, 2013 from $112.3 million for the prior year. The increase was primarily due to a $26.0 million increase in third-party sales and marketing expenses and a $19.1 million increase in personnel costs resulting from higher staffing levels, both primarily related to support for the U.S. commercial launch of XTANDI in 2013, a $5.2 million increase in legal fees relating primarily to our litigation against UCLA, one of its professors and Johnson & Johnson, a $4.7 million increase in royalty expense to UCLA due to higher U.S. net sales of XTANDI, and a $2.5 million accrued payment to UCLA, associated with the $25.0 million sales milestone payment that we earned from Astellas during 2013. Additional information regarding the litigation with UCLA is included in Part I, Item 3, “Legal Proceedings.”

We expect that SG&A expenses will increase in 2015 as a result of increased personnel costs related to additional headcount, an increase in sales, marketing and medical affairs activities, and higher corporate overhead costs in support of our expanded research, development, and commercial activities. We expect SG&A headcount may increase to approximately 300 full-time employees at December 31, 2015 from 264 full-time employees at December 31, 2014 to support planned growth.

Under our collaboration with Astellas, we are responsible for fifty percent of the cost of goods sold and the royalty payable to UCLA on U.S. net sales of XTANDI. Our share of these items is included in SG&A expenses in our consolidated statements of operations. As such, those components of our reported SG&A expenses will fluctuate in correlation with net sales of XTANDI in the United States.

On July 28, 2014, the IRS issued final rules and regulations in the U.S. for the Branded Prescription Drug Fee, an annual fee payable to the federal government under PPACA based on an allocation for a given year based on a company’s market share for branded prescription drugs sold to certain government programs in the prior

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year. The final rules have the effect of accelerating the expense recognition criteria for the fee obligation from the year in which the fee is paid, to the year in which the market share used to allocate the fee is determined. This change requires us and other industry participants to recognize an additional year of Branded Prescription Drug Fee expense in 2014. We share this annual fee equally with Astellas with respect to U.S. XTANDI sales sold through these government programs. As a result, an additional expense of $6.4 million is recognized as commercialization cost-sharing payments to Astellas within SG&A during the year ended December 31, 2014.

Under both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer, we and our collaboration partners share certain commercialization costs in the United States. We recorded commercialization cost-sharing payments (to) from Astellas and Pfizer, and corresponding (increases) reductions in SG&A expenses, as follows (in thousands):

	Years Ended December 31,
	2014			2013			2012
Commercialization cost-sharing payments to Astellas	$	(36,094	)	$	(11,973	)	$	(3,437	)
Commercialization cost-sharing payments from Pfizer		—			—			9
Total	$	(36,094	)	$	(11,973	)	$	(3,428	)

Other Income (Expense), net

The components of other income (expense), net were as follows (in thousands):

	Years Ended December 31,
	2014			2013			2012
Other income (expense), net:
Non-cash amortization of debt discount and issuance costs on Convertible Notes	$	(14,898	)	$	(13,456	)	$	(9,663	)
Coupon interest expense on Convertible Notes		(6,792	)		(6,793	)		(5,322	)
Interest income		46			193			229
Other income (expense), net		(8	)		(201	)		(280	)
Total	$	(21,652	)	$	(20,257	)	$	(15,036	)

Other income (expense), net consists of coupon interest expense and non-cash interest expense on the Convertible Notes, interest income on our cash equivalents and short-term investment balances, and the impact of changes in foreign exchange rates on our foreign currency-denominated payables, which were not significant.

Income Tax Benefit (Expense)

Income tax benefit (expense) and the effective income tax rate were as follows (dollars in thousands):

	Years Ended December 31,
	2014			2013			2012
Income tax benefit (expense)	$	16,258		$	(115	)	$	(7	)
Effective income tax rate		(6.2	%)		(0.3	%)		0.0	%

Income tax benefit for the year ended December 31, 2014, was $16.3 million. Our provision for income taxes was lower than the tax computed at the U.S. federal statutory rate due primarily to utilization of net operating loss and tax credit carryforwards and the release of the valuation allowance on a portion of our net deferred tax assets. Income tax expense for the years ended December 31, 2013 and 2012 was not significant, due to our net losses for these years for which no tax benefit was recognized due to our valuation allowance.

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Our effective tax rate was (6.2%) for year ended December 31, 2014. Our effective tax rate for the years ended December 31, 2013 and 2012 was not significant. The change in the effective tax rate for the year ended December 31, 2014, as compared to prior years, was due to the release of the valuation allowance on a portion of our net deferred tax assets.

During the year ended December 31, 2014, we reduced our current Federal and state taxes payable by $17.0 million related to excess tax benefits from stock-based compensation, offsetting additional paid-in capital.

We record a valuation allowance to reduce deferred tax assets to reflect the net amount that is more likely than not to be realized. Realization of our deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Based upon the weight of available evidence at December 31, 2014, we determined that it was more likely than not that a portion of our deferred tax assets would be realizable and consequently we released our valuation allowance against Federal and certain state net deferred tax assets and recorded a discrete tax benefit of $33.4 million during the fourth quarter of 2014. The decision to reverse a portion of the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to our historical operating results, income or loss in recent periods, cumulative income in recent years, forecasted earnings, forecasted future taxable income, and significant risk and uncertainty related to forecasts. The release of the valuation allowance resulted in the recognition of certain deferred tax assets and a decrease to income tax expense.

Due to the availability of Federal gross net operating losses and Federal tax credit carryforwards for tax return purposes, which totaled $160.6 million and $33.0 million, respectively, at December 31, 2014, we expect our Federal cash income tax payments to be substantially lower than our statutory rate for at least the next twelve months.

LIQUIDITY AND CAPITAL RESOURCES

We have historically funded our operations primarily through public offerings of our common stock, the issuance of the Convertible Notes, and from the upfront, milestone and cost-sharing payments under agreements with our current and former collaboration partners and, subsequent to September 13, 2012, from collaboration revenue related to XTANDI net sales. As of December 31, 2014, we may earn up to $245.0 million of remaining sales milestone payments under the Astellas Collaboration Agreement, some or all of which we anticipate could be earned in 2015 or 2016. UCLA has asserted that we are required to pay UCLA ten percent of any sales milestone payments and “Operating Profits” that we receive from Astellas. We deny UCLA’s allegations and intend to vigorously defend the litigation. For more information about this litigation, see Part I, Item 3, “Legal Proceedings.”

At December 31, 2014, we had cash and cash equivalents of $502.7 million. At December 31, 2014, our collaboration receivable from Astellas was $184.7 million, which was received during the first quarter of 2015. Based on our current expectations, we believe our capital resources at December 31, 2014 will be sufficient to fund our currently planned operations for at least the next twelve months. This estimate is based on a number of assumptions that may prove to be wrong. In addition, we may choose to raise additional funds in the form of equity, debt, or otherwise due to market conditions or strategic considerations even if we believe we have sufficient funds for our current and future operating plans. For example, we may choose to raise additional capital to fund business development activities, to refinance existing debt, and for other general corporate purposes. For a detailed discussion of the risks and uncertainties associated with our sources of liquidity and access to capital, see Part I, Item 1A, “Risk Factors—Risks Related to the Operation of Our Business.”

We have outstanding $258.7 million aggregate principal amounts of the Convertible Notes. Prior to April 6, 2015, the Convertible Notes are not redeemable. On or after April 6, 2015, we may elect to redeem for cash all or part of the Convertible Notes if the closing price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day preceding the date we provide notice of redemption

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exceeds 130% of the conversion price in effect on each such trading day, subject to certain conditions. The conversion price is currently $51.24. At this time, we have not made a determination whether or not we will redeem all or part of the Convertible Notes for cash if they meet the technical requirements of redemption beginning April 6, 2015. At December 31, 2014, the estimated fair value of the Convertible Notes, including the equity component, was approximately $496.8 million, based on recent trading prices of the Convertible Notes.

Cash Flow Analysis

The following table summarizes our cash flows (in thousands):

	Years Ended December 31,
	2014			2013			2012
Net cash provided by (used in):
Operating activities	$	240,599		$	(68,209	)	$	(102,720	)
Investing activities		(17,545	)		216,826			(166,926	)
Financing activities		50,835			8,870			270,811
Net change in cash and cash equivalents	$	273,889		$	157,487		$	1,165

Operating Activities

Net cash provided by operating activities totaled $240.6 million for 2014, which consisted of our net income of $276.5 million, partially offset by non-cash items of $1.9 million and negative changes in our operating assets and liabilities of $34.0 million. Net cash provided by operating activities was primarily driven by collaboration revenue related to U.S. XTANDI sales, royalties on ex-U.S. XTANDI sales, and milestone payments received from Astellas during 2014, partially offset by cash utilized in operations that arose in the ordinary course of business.

Net cash used in operating activities totaled $68.2 million for 2013, which consisted of negative changes in our operating assets and liabilities of $54.2 million and our net loss of $42.6 million, partially offset by non-cash items of $28.6 million. Non-cash items consisted primarily of non-cash stock-based compensation expense of $37.1 million, non-cash interest expense on the Convertible Notes of $13.5 million and depreciation expense on property and equipment of $3.4 million, partially offset by non-cash amortization of deferred revenue of $25.4 million. The negative cash flow from changes in operating assets and liabilities of $54.2 million arose in the ordinary course of business.

Net cash used in operating activities totaled $102.7 million for 2012, which consisted of non-cash items of $66.0 million and our net loss of $41.3 million, partially offset by positive changes in operating assets and liabilities of $4.6 million. Non-cash items consisted primarily of non-cash amortization of deferred revenue of $100.9 million, partially offset by non-cash stock-based compensation expense of $23.7 million, non-cash interest expense on the Convertible Notes of $9.7 million, and depreciation expense on our property and equipment of $1.6 million. The positive cash flow from changes in operating assets and liabilities of $4.6 million arose in the ordinary course of business.

Investing Activities

Net cash used in investing activities totaled $17.5 million for 2014, and consisted primarily of capital expenditures of $10.5 million, a $5.0 million payment to CureTech, Ltd. under the License Agreement and an increase in letters of credit collateralized by restricted cash to secure various leases of $1.9 million.

Net cash provided by investing activities totaled $216.8 million for 2013, consisting of net maturities of short-term investments of $225.0 million, partially offset by $7.5 million of capital expenditures and an increase of $0.7 million in letters of credit collateralized by restricted cash to secure operating leases.

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Net cash used in investing activities totaled $166.9 million for 2012, consisting of net purchases of short-term investments of $149.8 million, $14.0 million of capital expenditures and a $3.2 million increase in letters of credit collateralized by restricted cash to secure various operating leases.

Financing Activities

Net cash provided by financing activities totaled $50.8 million for 2014, and consisted of primarily of $33.9 million of proceeds from the issuance of common stock under the Medivation Equity Incentive Plan and ESPP and $17.0 million of excess tax benefits from stock-based compensation.

Net cash provided by financing activities totaled $8.9 million for 2013 and consisted entirely of proceeds from the issuance of common stock under the Medivation Equity Incentive Plan.

Net cash provided by financing activities totaled $270.8 million for 2012, consisting of net proceeds of $251.0 million from the issuance of the Convertible Notes and $22.0 million in proceeds from the issuance of common stock under the Medivation Equity Incentive Plan, partially offset by $1.6 million in tax withholdings related to net share settlements of performance share awards and $0.6 million in issuance costs related to the Convertible Notes.

Commitments and Contingencies

At December 31, 2014, our future minimum contractual commitments were as follows (in thousands):

	Payment due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Convertible Notes (including interest)(1)	$	275,722	$	6,796	$	268,926	$	—	$	—
Lease obligations(2)		64,656		10,443		21,656		18,395		14,162
Other(3)		5,000		5,000		—		—		—
Total	$	345,378	$	22,239	$	290,582	$	18,395	$	14,162

(1) See Note 6, “Convertible Senior Notes Due 2017,” to our audited consolidated financial statements included elsewhere in this Annual Report.

(2) See Note 14, “Commitments and Contingencies,” to our audited consolidated financial statements included elsewhere in this Annual Report.

(3) The amount represents a payment made to UCLA in the first quarter of 2015. Additional information regarding this payment is included below.

Potential Obligations Not Included in the Table Above

In addition to the contractual obligations disclosed in the table above, we have other potential obligations for which the timing and the extent of future payments are not known. We have described these potential obligations in the following paragraphs.

License Agreement with UCLA

Under our license agreement with UCLA, we may be required to make various future payments including (a) ten percent of all Sublicensing Income, as defined in the agreement, and (b) a four percent royalty on sales of products falling within the scope of the patent rights licensed from UCLA. Under the terms of our Astellas Collaboration Agreement, we share this royalty obligation with Astellas 50/50 with respect to sales in the United States, and Astellas is responsible for this entire royalty obligation with respect to sales outside of the United States. In ongoing litigation initiated by us, UCLA filed a cross-complaint alleging that we are required to pay it ten percent of the $320.0 million in

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sales milestone payments that we are eligible to earn under the Astellas Collaboration Agreement because such milestones constitute Sublicensing Income under the Astellas Collaboration Agreement. As of December 31, 2014, we have earned $75.0 million in sales milestone payments under the Astellas Collaboration Agreement. We paid UCLA $2.5 million during the first quarter of 2014, representing ten percent of the $25.0 million sales milestone payment we earned from Astellas during the fourth quarter of 2013. At December 31, 2014, we have recorded a $5.0 million accrued payment to UCLA, representing ten percent of the $50.0 million sales milestone payment we earned from Astellas during the fourth quarter of 2014. This amount, which is included in the table above, was paid to UCLA during the first quarter of 2015. Other potential payments to UCLA are not included in the contractual obligations table above because they are contingent on future events that may or may not materialize.

On April 11, 2014, UCLA filed a complaint against us in which UCLA alleges that Medivation and Medivation Prostate Therapeutics, Inc., or MPT, have failed to pay UCLA ten percent of “Operating Profits” Medivation has received (and will continue to receive) from Astellas, as a result of the Astellas Collaboration Agreement, and that Medivation has breached its fiduciary duties to UCLA, as minority shareholder of MPT. On July 16, 2014, UCLA dismissed without prejudice its claim that Medivation breached its fiduciary duties to UCLA, as a minority shareholder of MPT. We deny UCLA’s allegations and intend to defend the litigation. For more information about this litigation, see Part I, Item 3, “Legal Proceedings.”

License Agreement with CureTech Ltd.

In the fourth quarter of 2014, we entered into a License Agreement with CureTech, pursuant to which we have licensed exclusive worldwide rights to CureTech’s late-stage clinical molecule, pidilizumab, an immune modulatory anti- PD-1 monoclonal antibody. CureTech is entitled to contingent payments totaling up to $85.0 million upon attainment of certain development and regulatory milestones, up to $245.0 million upon the achievement of certain annual worldwide net sales thresholds, and tiered royalties ranging from 5% to 11% on worldwide net sales. Future potential payments to CureTech pursuant to the License Agreement are not included in the contractual obligations table above because they are all contingent on various future events that may or may not materialize. Additional information regarding our License Agreement with CureTech is included in Note 4, “Business Acquisition,” to our audited consolidated financial statements included elsewhere in this Annual Report.

Manufacturing Services and Supply Agreement with CureTech, Ltd.

In the fourth quarter of 2014, we entered into a Manufacturing Services and Supply Agreement, or MSA, with CureTech pursuant to which CureTech will provide clinical supply of pidilizumab over a three year period. We are required to pay CureTech a one-time milestone payment of $5.0 million upon completion of the Manufacturing Technology Transfer, as defined. In accordance with the terms of the MSA we are also responsible for providing Manufacturing Funding of up to $19.3 million for clinical trial materials of pidilizumab over a three year period. The Manufacturing Funding is contingent upon the successful achievement of the requirements set forth in the Manufacturing Plan, and any such amounts may be reduced or eliminated by us under the terms of the MSA. Future potential payments to CureTech pursuant to the MSA are not included in the contractual obligations table above because they are contingent upon future events that may or may not materialize and the timing of such payments is not certain. Additional information regarding the Manufacturing Services and Supply Agreement with CureTech is included in Note 14, “Commitments and Contingencies,” to our audited consolidated financial statements included elsewhere in this Annual Report.

Development and Manufacturing Services Agreement

In the fourth quarter of 2014, we entered into a Development and Manufacturing Services Agreement with a third party clinical manufacturing organization. The term of the agreement is for the longer of (i) a period of five (5) years or (ii) through the completion of the Services, as defined. Under the current statement of work under this agreement, we intend to transfer the current manufacturing process of pidilizumab from CureTech to this third party, further scale up and production of Phase 3 clinical trial material of pidilizumab from this entity’s

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manufacturing facility. The estimated total consideration under the current statement of work is up to approximately $14.8 million and is currently anticipated to be completed in approximately 18 months. Future potential payments pursuant to this agreement are not included in the table above because the timing of such payments is not certain. Additional information regarding the Development and Manufacturing Services Agreement is included in Note 14, “Commitments and Contingencies,” to our audited consolidated financial statements included elsewhere in this Annual Report.

Research and License Agreement

In March 2014, we entered into a Research and License Agreement with a third party. We could be required to make potential future development and sales milestone payments, subject to the achievement of defined clinical and commercial events, and royalties based on sales. Such future milestone and royalty payments are not included in the table above because the timing of such payments are contingent upon future events that may or may not materialize.

Commitments Related to Our Collaboration Agreement with Astellas

Under the Astellas Collaboration Agreement, we share with Astellas certain development and commercialization costs. The actual amounts that we pay Astellas or that Astellas pays us will depend on numerous factors, some of which are outside of our control and some of which are contingent upon the success of certain development and commercialization activities. Future development and commercialization payments to Astellas are not included in the table above as the timing and amounts of such payments are not determinable.

Clinical Trials

As of December 31, 2014, we have several on-going studies in various clinical trial stages. Under agreements with various clinical research organizations and clinical trial sites, we incur expenses related to clinical trials of enzalutamide, pidilizumab and potential other clinical candidates. The timing and amounts of these disbursements are contingent upon the achievement of certain milestones, patient enrollment and services rendered or as expenses are incurred by the contract research organizations, contract manufacturing organizations, or clinical trial sites. Therefore, we cannot estimate the potential timing and amount of these payments and they have been excluded from the table above. Although our material contracts with contract research organizations and contract manufacturing organizations are cancellable, we have historically not cancelled such contracts.

Unrecognized Tax Benefits

At December 31, 2014, we had $12.4 million of gross unrecognized tax benefits, excluding interest, of which approximately $6.7 million represents the amount of unrecognized tax benefits that would impact the effective tax rate, if recognized. The ultimate resolution of our uncertain income tax positions is dependent on uncontrollable factors such as law changes, new case law, and the willingness of the income tax authorities to settle, including the timing thereof, and other factors. Although we do not anticipate significant changes to our uncertain income tax positions in the next twelve months, items outside of our control could cause our uncertain income tax positions to change in the future. Such amounts have been included on our audited consolidated balance sheet at December 31, 2014, but have not been included in the table above.

OFF-BALANCE SHEET ARRANGEMENTS

We are involved in a variable interest entity, or VIE, that performs contract research for us. We have not consolidated this entity because we do not have the power to direct the activities that most significantly impact the VIE’s economic performance and, thus, we are not considered the primary beneficiary of the VIE.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. We currently do not use derivative financial instruments to hedge our market risk exposures. Our investment policy emphasizes liquidity and the preservation of capital over other portfolio considerations.

Interest Rate Risk

Our cash equivalents are exposed to the impact of interest rate changes and our interest income fluctuates as interest rates change. Due to the short-term nature of our investments in money market funds, the carrying value of our cash equivalents approximates their fair value at December 31, 2014. Due to the short-term, highly liquid nature of our cash equivalents, we do not believe that we are subject to any material market risk exposure related to interest rates.

On March 19, 2012, we completed the sale of $258.8 million aggregate principal amount of the Convertible Notes. The Convertible Notes bear interest at a fixed rate of 2.625% per annum, and as such, we are not exposed to changes in interest rates on the Convertible Notes.

Foreign Currency Exchange Risk

Under the Astellas Collaboration Agreement, Astellas records all ex-U.S. XTANDI sales and pays us a tiered royalty ranging from the low teens to the low twenties on ex-U.S. XTANDI sales. The royalties we receive from Astellas on net sales of XTANDI outside of the United States are calculated by converting the respective countries’ XTANDI net sales in local currency to U.S. dollars. The royalties are paid to us in U.S. dollars on a quarterly basis. To date, a significant portion of ex-U.S. sales of XTANDI have been generated in the European Union and in Japan. Therefore, the royalties we receive from Astellas related to ex-U.S. sales of XTANDI are dependent on the value of the U.S. dollar as compared to the Euro and Japanese Yen. A strengthening of the U.S. dollar compared to current exchange rates would likely result in lower collaboration revenue related to ex-U.S. XTANDI sales than otherwise would have been reported as a result of such unfavorable exchange rates. We also conduct some R&D activities with vendors outside of the United States. We are actively evaluating strategies to mitigate the volatility of foreign exchange risk more broadly, but we did not actively hedge these net exposures in 2014. Foreign exchange gains and losses recorded in our audited consolidated statements of operations for the years ended December 31, 2014, 2013, and 2012, were not significant.

Equity Price Risk

The market price and volatility of our common stock impacts our non-cash stock-based compensation expense. Further information is included in Note 10, “Stockholders Equity,” to our audited consolidated financial statements included elsewhere in this Annual Report.

The Convertible Notes include conversion and settlement provisions that are based on the market price of our common stock at conversion or at maturity of the Convertible Notes. The amount of cash that we may be required to pay is determined by the market price of our common stock. The fair value of our Convertible Notes is dependent on the market price and volatility of our common stock and will generally increase or decrease as the market price of our common stock changes. Additional information regarding our Convertible Notes is included in Note 6 “Convertible Senior Notes Due 2017,” to our audited consolidated financial statements included elsewhere in this Annual Report.

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Item 8. Financial Statements and Supplementary Data.

All information required by this item is included in the financial statements which follow the signature page of this Annual Report on Form 10-K and is incorporated into this item by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet the reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As required by Rule 13a-15(b) or Rule 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2014. Based on the foregoing, our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) concluded that our disclosure controls and procedures were effective as of December 31, 2014 at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Management, with the participation of our principal executive officer and principal financial officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework set forth in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2014.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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The effectiveness of our internal control over financial reporting as of December 31, 2014, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears elsewhere herein.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the quarter ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

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PART III

The information required by Part III is omitted from this Annual Report on Form 10-K since we intend to file our definitive Proxy Statement for our 2015 Annual Meeting of Stockholders, pursuant to Regulation 14A of the Exchange Act, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included in the Proxy Statement is incorporated herein by reference.

Item 10. Directors, Executive Officers and Corporate Governance.

Information required by this item regarding directors and director nominees, executive officers, the board of directors and its committees, and certain corporate governance matters is incorporated by reference to the information set forth under the captions “Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance” and “Executive Officers” in our Proxy Statement for the 2015 Annual Meeting of Stockholders. Information required by this item regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference to the information set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons serving similar functions. The code of business conduct and ethics is available on our corporate website at www.medivation.com. If we make any substantive amendments to our code of business conduct and ethics or grant to any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our code of business conduct and ethics, we will disclose the nature of the waiver or amendment on our website or in a Current Report on Form 8-K.

Item 11. Executive Compensation.

Information required by this item regarding executive compensation is incorporated by reference to the information set forth under the captions “Executive Compensation,” “Director Compensation” and “Information Regarding the Board of Directors and Corporate Governance” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2015 Annual Meeting of Stockholders. Information required by this item regarding securities authorized for issuance under our equity compensation plans is incorporated by reference to the information set forth under the caption “Equity Compensation Plan Information” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information required by this item regarding certain relationships and related transactions is incorporated by reference to the information set forth under the caption “Transactions with Related Persons” in our Proxy Statement for the 2015 Annual Meeting of Stockholders. Information required by this item regarding director independence is incorporated by reference to the information set forth under the caption “Information Regarding the Board of Directors and Corporate Governance” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

Item 14. Principal Accounting Fees and Services.

Information required by this item regarding principal accounting fees and services is incorporated by reference to the information set forth under the caption “Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

1. Financial Statements. Our audited consolidated financial statements and the Report of Independent Registered Public Accounting Firm, are included herein on the pages indicated:

	Page
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm		86
Consolidated Balance Sheets as of December 31, 2014 and 2013		87
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012		88
Consolidated Statements of Comprehensive Income (Loss) for the years ended December  31, 2014, 2013, and 2012		89
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012		90
Consolidated Statements of Stockholders’ Equity for the years ended December  31, 2014, 2013 and 2012		91
Notes to Consolidated Financial Statements		92

2. Financial Statement Schedules: None.

3. Exhibits: See the Exhibit List which follows the financial statements attached following the signature page of this Annual Report on Form 10-K, which is incorporated here by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

MEDIVATION, INC.
	/S/    RICHARD A. BIERLY
	Richard A. Bierly Chief Financial Officer (Principal Financial and Accounting Officer)

Dated: February 25, 2015

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Bierly and Jennifer J. Rhodes, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/S/    DAVID T. HUNG, M.D.         David T. Hung, M.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	February 25, 2015
/S/    RICHARD A. BIERLY Richard A. Bierly	Chief Financial Officer (Principal Financial and Accounting Officer)	February 25, 2015
/S/    KIM D. BLICKENSTAFF         Kim D. Blickenstaff	Director	February 19, 2015
/S/    KATHRYN E. FALBERG         Kathryn E. Falberg	Director	February 20, 2015
/S/    C. PATRICK MACHADO         C. Patrick Machado	Director	February 20, 2015
/S/    DAWN SVORONOS         Dawn Svoronos	Director	February 19, 2015
/S/    W. ANTHONY VERNON         W. Anthony Vernon	Director	February 23, 2015
/S/    WENDY L. YARNO         Wendy L. Yarno	Director	February 21, 2015

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Medivation, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Medivation, Inc. and its subsidiaries at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting, appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 25, 2015

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MEDIVATION, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	December 31,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	502,677		$	228,788
Receivable from collaboration partner		184,737			107,210
Deferred income tax assets		21,987			5,541
Prepaid expenses and other current assets		12,264			12,440
Restricted cash		203			—
Total current assets		721,868			353,979
Property and equipment, net		41,161			17,035
Intangible assets		101,000			—
Deferred income tax assets, noncurrent		15,176			—
Restricted cash, net of current		11,562			9,899
Goodwill		10,000			—
Other non-current assets		10,852			11,737
Total assets	$	911,619		$	392,650
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, accrued expenses and other current liabilities	$	106,132		$	78,758
Contingent consideration		10,000			—
Deferred revenue		2,822			16,931
Current portion of build-to-suit lease obligation		698			—
Total current liabilities		119,652			95,689
Convertible Notes, net of unamortized discount of $36,598 and $50,336 at December 31, 2014 and 2013, respectively		222,140			208,414
Contingent consideration		96,000			—
Build-to-suit lease obligation, excluding current portion		18,711			—
Other non-current liabilities		5,817			11,600
Total liabilities		462,320			315,703
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, $0.01 par value per share; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.01 par value per share; 170,000,000 shares authorized; 78,117,227 and 75,803,020 shares issued and outstanding at December 31, 2014 and 2013, respectively		781			758
Additional paid-in capital		506,227			410,350
Accumulated deficit		(57,709	)		(334,161	)
Total stockholders’ equity		449,299			76,947
Total liabilities and stockholders’ equity	$	911,619		$	392,650

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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MEDIVATION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Years ended December 31,
	2014			2013			2012
Collaboration revenue	$	710,487		$	272,942		$	181,696
Operating expenses:
Research and development expenses		189,570			118,952			95,628
Selling, general and administrative expenses		239,071			176,231			112,282
Total operating expenses		428,641			295,183			207,910
Income (loss) from operations		281,846			(22,241	)		(26,214	)
Other income (expense), net:
Interest expense		(21,690	)		(20,249	)		(14,985	)
Interest income		46			193			229
Other income (expense), net		(8	)		(201	)		(280	)
Total other income (expense), net		(21,652	)		(20,257	)		(15,036	)
Income (loss) before income tax benefit (expense)		260,194			(42,498	)		(41,250	)
Income tax benefit (expense)		16,258			(115	)		(7	)
Net income (loss)	$	276,452		$	(42,613	)	$	(41,257	)
Basic net income (loss) per common share	$	3.59		$	(0.57	)	$	(0.56	)
Diluted net income (loss) per common share	$	3.42		$	(0.57	)	$	(0.56	)
Weighted-average common shares used in the calculation of basic net income (loss) per common share		76,929			75,165			73,480
Weighted-average common shares used in the calculation of diluted net income (loss) per common share		85,000			75,165			73,480

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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MEDIVATION, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Years ended December 31,
	2014		2013			2012
Net income (loss)	$	276,452	$	(42,613	)	$	(41,257	)
Other comprehensive income (loss):
Change in unrealized gain on available-for-sale securities, net		—		(33	)		20
Other comprehensive income (loss), net		—		(33	)		20
Comprehensive income (loss)	$	276,452	$	(42,646	)	$	(41,237	)

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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MEDIVATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net income (loss)	$	276,452		$	(42,613	)	$	(41,257	)
Adjustments for non-cash operating items:
Release of valuation allowance for deferred income taxes		(33,403	)		—			—
Excess tax benefits from stock-based compensation		(16,965	)		—			—
Changes in deferred income taxes		(3,827	)		—			—
Amortization of deferred revenue		(14,109	)		(25,396	)		(100,944	)
Stock-based compensation		45,134			37,078			23,678
Amortization of debt discount and debt issuance costs		14,898			13,456			9,663
Depreciation on property and equipment		5,239			3,449			1,614
Asset impairment and other charges		1,124			158			80
Accretion of discount on securities		—			(168	)		(166	)
Changes in operating assets and liabilities:
Receivable from collaboration partners		(77,527	)		(71,752	)		(22,913	)
Prepaid expenses and other current assets		301			(3,953	)		(1,114	)
Other non-current assets		(401	)		(7,353	)		(581	)
Accounts payable, accrued expenses and other current liabilities		43,935			27,889			19,312
Other non-current liabilities		(252	)		996			8,210
Interest payable		—			—			1,698
Net cash provided by (used) in operating activities		240,599			(68,209	)		(102,720	)
Cash flows from investing activities:
Purchases of property and equipment		(10,544	)		(7,535	)		(13,972	)
Payments to CureTech, Ltd. under License Agreement		(5,000	)		—			—
Change in restricted cash		(1,866	)		(713	)		(3,197	)
Reduction of build to suit obligation		(135	)		—			—
Purchases of short-term investments		—			(144,926	)		(424,757	)
Maturities of short-term investments		—			370,000			275,000
Net cash (used in) provided by investing activities		(17,545	)		216,826			(166,926	)
Cash flows from financing activities:
Proceeds from issuance of common stock under equity incentive and stock purchase plans		33,882			8,870			22,046
Excess tax benefits from stock-based compensation		16,965			—			—
Repayment of Convertible Notes		(12	)		—			—
Proceeds from issuance of Convertible Notes, net		—			—			250,987
Financing transaction costs		—			—			(614	)
Tax withholdings related to net share settlement of performance share awards		—			—			(1,608	)
Net cash provided by financing activities		50,835			8,870			270,811
Net increase in cash and cash equivalents		273,889			157,487			1,165
Cash and cash equivalents at beginning of year		228,788			71,301			70,136
Cash and cash equivalents at end of year	$	502,677		$	228,788		$	71,301
Supplemental disclosures of cash flow information:
Cash payments (refunds) for:
Interest	$	6,792		$	6,792		$	3,623
Income taxes, net of refunds	$	1,525		$	(127	)	$	23
Non-cash investing and financing activities:
Amounts capitalized under build-to-suit lease transactions	$	18,085		$	—		$	—
Interest capitalized during construction period for build-to-suit lease transactions	$	1,459		$	—		$	—
Property and equipment expenditures incurred but not yet paid	$	242		$	99		$	254
Stock appreciation rights—reclassification from current liabilities to stockholders’ equity	$	—		$	—		$	110

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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MEDIVATION, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

	Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount
Balances at January 1, 2012		71,463,676	$	714	$	250,885		$	13		$	(250,291	)	$	1,321
Common stock issued under equity incentive plan, net of shares withheld for employee taxes		3,311,263		34		20,404			—			—			20,438
Stock-based compensation expense		—		—		23,678			—			—			23,678
Equity component of Convertible Notes, net of issuance costs		—		—		69,335			—			—			69,335
Stock appreciation rights—reclassification from current liabilities to stockholders’ equity		—		—		110			—			—			110
Change in comprehensive income		—		—		—			20			—			20
Net loss		—		—		—			—			(41,257	)		(41,257	)
Balances at December 31, 2012		74,774,939		748		364,412			33			(291,548	)		73,645
Common stock issued under equity incentive plan		1,002,609		10		8,860			—			—			8,870
Common stock issued for warrant exercises, net of shares withheld for exercise price		25,472		—		—			—			—			—
Stock-based compensation expense		—		—		37,078			—			—			37,078
Change in comprehensive income		—		—		—			(33	)		—			(33	)
Net loss		—		—		—			—			(42,613	)		(42,613	)
Balances at December 31, 2013		75,803,020		758		410,350			—			(334,161	)		76,947
Common stock issued under equity incentive and employee stock purchase plans		2,314,207		23		33,859			—			—			33,882
Stock-based compensation expense		—		—		45,134			—			—			45,134
Excess tax benefits from stock-based compensation		—		—		16,965			—			—			16,965
Tax shortfalls from stock-based compensation		—				(77	)								(77	)
Repayment of Convertible Notes		—		—		(4	)		—			—			(4	)
Net income		—		—		—			—			276,452			276,452
Balances at December 31, 2014		78,117,227	$	781	$	506,227		$	—		$	(57,709	)	$	449,299

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

91

MEDIVATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

NOTE 1. DESCRIPTION OF BUSINESS

The Company is a biopharmaceutical company focused on the development and commercialization of medically innovative therapies to treat serious diseases for which there are limited treatment options. Through the Company’s collaboration with Astellas Pharma, Inc. or Astellas, it has one commercial product, XTANDI^® (enzalutamide) capsules, or XTANDI. XTANDI has received marketing approval in the United States, Europe, and numerous other countries worldwide for the treatment of patients with metastatic castration-resistant prostate cancer (mCRPC) and in Japan for the treatment of patients with castration-resistant prostate cancer (CRPC). Since its launch in the United States in September 2012, and subsequent launch in additional countries, XTANDI’s worldwide net sales (as reported by Astellas) were approximately $1.6 billion through December 31, 2014. The Company and Astellas are also conducting investigational studies of enzalutamide in prostate cancer and in advanced breast cancer. Under the Company’s collaboration agreement with Astellas, it shares with Astellas equally all profits (losses) related to U.S. net sales of XTANDI. The Company also receives royalties ranging from the low teens to the low twenties on ex-U.S. XTANDI net sales and certain milestone payments upon the achievement of defined development and sales events.

The Company seeks to become a fully-integrated biopharmaceutical company through the continued commercialization of XTANDI, the acquisition or in-license and development and commercialization of other product opportunities (such as pidilizumab), and through the advancement of its own proprietary research and development programs. The Company expects that its future growth may come from both internal research efforts and third party business development activities. In the fourth quarter of 2014, the Company licensed exclusive worldwide rights to pidilizumab, an immune modulatory, anti-Programmed Death-1 (PD-1) monoclonal antibody for all potential indications from CureTech, Ltd., or CureTech. Under the license agreement, the Company is responsible for all development, regulatory, manufacturing, and commercialization activities for pidilizumab. The Company currently anticipates that it may initiate a Phase 3 clinical trial evaluating pidilizumab in one or more hematologic malignancies as early as in 2015. The Company is also considering evaluating pidilizumab in other indications, including but not limited to in combination with enzalutamide in breast and prostate cancer. In addition, the Company’s internal research and discovery efforts are focused, among other areas, in oncology and neurology.

The Company has incurred cumulative net losses of $57.7 million from inception through December 31, 2014, and may incur substantial costs in the foreseeable future as it continues to finance the commercialization of XTANDI in the U.S. market, clinical and preclinical studies of enzalutamide, pidilizumab and its early-stage programs, potential business development activities, and its corporate overhead costs. The Company has funded its operations primarily through public offerings of its common stock, the issuance of 2.625% convertible senior notes due April 1, 2017, or the Convertible Notes, from upfront, milestone, and cost-sharing payments under collaboration agreements, and subsequent to September 13, 2012, from collaboration revenue related to XTANDI net sales. As of December 31, 2014, the Company may earn up to $245.0 million of remaining sales milestones under the Astellas Collaboration Agreement.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company operates in one business segment.

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All tabular disclosures of dollar and share amounts are presented in thousands unless otherwise indicated. All per share amounts are presented at their actual amounts. The number of shares issuable under the Amended and Restated 2004 Equity Incentive Award Plan, or the Medivation Equity Incentive Plan, and the Medivation, Inc. 2013 Employee Stock Purchase Plan, or ESPP, disclosed in Note 10, “Stockholders’ Equity,” are presented at their actual amounts. Amounts presented herein may not calculate or sum precisely due to rounding.

Certain prior period amounts have been reclassified to conform to the current year presentation. There was no effect on net income (loss) or stockholders’ equity related to these reclassifications.

(b) Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Although management believes that these estimates are reasonable, actual future results could differ materially from those estimates. In addition, had different estimates and assumptions been used, the consolidated financial statements could have differed materially from what is presented.

Significant estimates and assumptions used by management principally relate to revenue recognition, including reliance on third party information, estimating the performance periods of the Company’s deliverables under collaboration agreements, and estimating the various deductions from gross sales to calculate net sales of XTANDI. Additionally, significant estimates and assumptions used by management include those related to business combination accounting, the Convertible Notes, determining whether the Company is the primary beneficiary of any variable interest entities, leases, taxes, research and development and other accruals, and share-based compensation.

(c) Capital Structure

On September 20, 2012, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, effecting an increase in the total number of authorized shares of capital stock of the Company from 51,000,000 to 86,000,000 and an increase in the total number of authorized shares of common stock of the Company from 50,000,000 to 85,000,000.

On September 21, 2012, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, effecting (i) an increase in the total number of authorized shares of capital stock of the Company from 86,000,000 to 171,000,000, (ii) an increase in the total number of authorized shares of common stock of the Company from 85,000,000 to 170,000,000, and (iii) a two-for-one forward split of its common stock effective as of 5:00 p.m., Eastern Time, on September 21, 2012.

The Company issued approximately 37.0 million shares of its common stock as a result of the two-for-one forward stock split. The par value of the Company’s common stock remained unchanged at $0.01 per share.

Information regarding shares and amount of common stock, additional paid-in-capital, and net income (loss) per common share for all periods presented reflects the two-for-one forward split of the Company’s common stock. The number of shares of the Company’s common stock issuable upon exercise of outstanding stock options and vesting of other stock-based awards was proportionally increased, and the exercise price per share thereof was proportionally decreased, in accordance with the terms of the Medivation Equity Incentive Plan. Following the completion of the two-for-one forward stock split, the conversion rate of the Company’s Convertible Notes was adjusted to 19.5172 shares of common stock per $1,000 principal amount of the Convertible Notes, equivalent to a conversion price of approximately $51.24 per share of common stock.

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(d) Cash and Cash Equivalents

Cash and cash equivalents are stated at cost, which approximates fair market value. The Company considers all highly liquid investments with a remaining maturity of three months or less at the time of acquisition to be cash equivalents.

(e) Short-Term Investments

The Company considers all highly liquid investments with a remaining maturity at the time of acquisition of more than three months but no longer than 12 months to be short-term investments. The Company classifies its short-term investments as available-for-sale securities and reports them at fair value with related unrealized gains and losses included as a component of stockholders’ equity. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in other income (expense), net, on the consolidated statements of operations. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense), net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in other income (expense), net.

(f) Restricted Cash

Restricted cash represents certificates of deposit held in the Company’s name with a major financial institution to secure the Company’s contingent obligations under irrevocable letters of credit issued to certain of its lessors.

(g) Fair Value of Financial Instruments

The estimated fair value of the Company’s cash equivalents is based on quoted market prices. The estimated fair value of contingent consideration is determined utilizing a model that considers the probability of achieving each milestone and an appropriate discount rate. The estimated fair value of the Company’s Convertible Notes is determined using recent trading prices of the Convertible Notes. Other financial instruments, including bank deposits, receivable from collaboration partner, accounts payable, accrued expenses, and other current liabilities are carried at cost, which the Company believes approximates fair value because of the short-term maturities of these instruments.

(h) Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents, short-term investments and receivable from collaboration partner. The Company’s current investment policy is to invest only in (a) debt securities issued by, or backed by the full faith and credit of, the U.S. government, (b) repurchase agreements that are fully collateralized by such debt securities, and (c) money market funds invested exclusively in the types of securities described in (a) and (b) above. Given this investment policy, the Company does not believe its exposure to credit risk with respect to the issuers of the securities in which it invests is material, and accordingly has no formal policy for mitigating such risk. The Company’s cash and cash equivalents are primarily invested in deposits and money market accounts with one major financial institution in the United States. Deposits in this financial institution may exceed the amount of insurance provided on such deposits.

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(i) Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Repairs and maintenance costs are expensed in the period incurred. Property and equipment is generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Description	Estimated Useful Life
Furniture and fixtures	3-5 years
Computer equipment and software	3-5 years
Laboratory equipment	5 years

Leasehold improvements are amortized over their estimated useful life or the related lease term, whichever is shorter.

(j) Convertible Notes

The debt and equity components of the Company’s Convertible Notes have been bifurcated and accounted for separately based on the authoritative guidance in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 470-20, “Debt with Conversion and Other Options.” The debt component of the Convertible Notes, which excludes the associated equity conversion feature, was recorded at fair value on the issuance date. The equity component, representing the difference between the aggregate principal amount of the Convertible Notes and the fair value of the debt component, was recorded in additional paid-in capital on the consolidated balance sheet. The discounted carrying value of the Convertible Notes resulting from the bifurcation will be subsequently accreted to its principal amount through the recognition of non-cash interest expense.

Costs related to the issuance of the Convertible Notes, consisting primarily of investment banking, legal and other professional fees were allocated to the debt and equity components of the Company’s Convertible Notes in proportion to the allocation of the principal. Amounts allocated to the debt component were capitalized and are being amortized as non-cash interest expense using the effective yield method over the five-year contract term of the Convertible Notes. Amounts allocated to the equity component were recorded against additional paid-in capital.

(k) Leases

At the inception of a lease, the Company evaluates the lease agreement to determine whether the lease is an operating, capital or build-to-suit lease using the criteria in ASC 840, “Leases.”

Certain lease agreements also require the Company to make additional payments for taxes, insurance, and other operating expenses incurred during the lease period, which are expensed as incurred.

Operating Leases

For operating leases, the Company recognizes rent expense on a straight-line basis over the lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred liability. Where lease agreements contain rent escalation clauses, rent abatements and/or concessions, such as rent holidays and tenant improvement allowances, the Company applies them in the determination of straight-line expense over the lease term.

Capital Leases

Capital leases are recorded as an asset within property and equipment, net and as an obligation at an amount equal to the present value of the minimum lease payments during the lease term. The asset is generally amortized over its estimated useful life or the related lease term, whichever is shorter. Lease payments under capital leases are recognized as a reduction of the capital lease obligation and interest expense.

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Build-to-Suit Leases

In certain lease arrangements, the Company is involved in the construction of the building. To the extent the Company is involved with the structural improvements of the construction project or takes construction risk prior to the commencement of a lease, ASC 840-40, “Leases – Sale-Leaseback Transactions (Subsection 05-5),” requires the Company to be considered the owner for accounting purposes of these types of projects during the construction period. Therefore, the Company records an asset in property and equipment, net on the consolidated balance sheets, including capitalized interest costs, for the replacement cost of the Company’s portion of the pre-existing building plus the amount of estimated structural construction costs incurred by the landlord and the Company as of the balance sheet date. The Company records a corresponding build-to-suit lease obligation on its consolidated balance sheets representing the amounts paid by the lessor.

Once construction is complete, the Company considers the requirements for sale-leaseback accounting treatment, including evaluating whether all risks of ownership have been transferred back to the landlord, as evidenced by a lack of continuing involvement in the leased property. If the arrangement does not qualify for sale-leaseback accounting treatment, the building asset remains on the Company’s consolidated balance sheets at its historical cost, and such asset is depreciated over its estimated useful life. The Company bifurcates its lease payments into a portion allocated to the building and a portion allocated to the parcel of land on which the building has been built. The portion of the lease payments allocated to the land is treated for accounting purposes as operating lease payments, and therefore is recorded as rent expense in the consolidated statements of operations. The portion of the lease payments allocated to the building is further bifurcated into a portion allocated to interest expense and a portion allocated to reduce the build-to-suit lease obligation. The interest rate used for the build-to-suit lease obligation represents the Company’s estimated incremental borrowing rate, adjusted to reduce any built in loss. The initial recording of these assets and liabilities is classified as non-cash investing and financing items, respectively, for purposes of the consolidated statements of cash flows.

(l) Business Combinations

Business combinations are accounted for under the acquisition method of accounting. The purchase price, including the fair value of any contingent consideration, is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs are expensed as incurred.

Contingent Consideration

The Company determines the fair value of contingent consideration payable at the acquisition date using a probability-based income approach utilizing an appropriate discount rate. Each reporting period thereafter, the Company re-measures the contingent consideration and records increases or decreases in their fair value as non-cash adjustments in the consolidated statements of operations. Changes in the fair value of contingent consideration payable can result from adjustments to the estimated probability and assumed timing of achieving the underlying milestones, as well as from changes to the discount rates and periods.

In-Process Research and Development

In-process research and development, or IPR&D, represents the fair value assigned to incomplete research projects that the Company acquires through business combinations which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization over that period. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is

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more likely than not that the fair value of the IPR&D is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D with its carrying value is performed. If the fair value is less than the carrying amount, a non-cash impairment change is recognized in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is assigned to reporting units and evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist. The impairment test for goodwill uses a two-step approach, which is performed at the entity level as the Company has one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is potential impairment and Step 2 must be performed. Step 2 compares the carrying value of the reporting unit’s goodwill to its implied fair value (e.g., the fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is recorded as a non-cash impairment charge in the consolidated statement of operations.

(m) Litigation

The Company is party to legal proceedings, investigations, and claims in the ordinary course of its business. The Company records accruals for outstanding legal matters when it believes that it is both probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in significant legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for matters for which the likelihood of material loss is at least reasonably possible, the Company provides disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, the Company will provide disclosure to that effect. Gain contingencies, if any, are recorded as a reduction of expense when they are realized.

(n) Collaboration Agreement Payments

The Company accounts for the various payment flows under its collaboration agreement with Astellas, or the Astellas Collaboration Agreement, and its former collaboration agreement with Pfizer in a consistent manner, as follows:

Estimated Performance Periods

Both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer contain multiple elements and deliverables, and required evaluation pursuant to ASC 605-25, “Revenue Recognition—Multiple-Element Arrangements.” The Company concluded that it had multiple deliverables under both collaboration agreements, including deliverables relating to grants of technology licenses, and performance of manufacturing, regulatory and clinical development activities in the United States. In the case of the Astellas Collaboration Agreement, the period in which the Company performed its deliverables began in the fourth quarter of 2009 and is currently estimated to conclude in the second quarter of 2015 upon completion of the Company’s remaining performance obligations. In the case of the former collaboration agreement with Pfizer, the period in which the Company performed its deliverables began in the fourth quarter of 2008 and concluded in the third quarter of 2012 upon completion of the Company’s performance obligations. The Company also concluded that its deliverables under each collaboration agreement should be accounted for as a single unit under ASC 605-25.

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Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, the Company’s experience, along with its collaboration partners’ experience, in conducting manufacturing, clinical development and regulatory activities. The Company reviews the estimated duration of its performance periods under its collaboration agreements on a quarterly basis and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaboration agreements could impact the timing of future revenue recognition.

Upfront Payments

The Company received non-refundable, upfront cash payments of $110.0 million and $225.0 million under the Astellas Collaboration Agreement and its former collaboration agreement with Pfizer, respectively. The Company recognizes these payments as collaboration revenue on a straight-line basis over the applicable estimated performance period.

Milestone Payments

The Company is eligible to receive milestone payments under the Astellas Collaboration Agreement based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company’s obligations under the Astellas Collaboration Agreement, and (b) events which do not involve the performance of the Company’s obligations under the Astellas Collaboration Agreement.

The former category of milestone payments consist of those triggered by development and regulatory activities in the United States and by the acceptance for review of marketing applications in Europe and Japan. Management concluded that each of these payments, with one exception, constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. The one exception is the milestone payment for initiation of the Phase 3 PREVAIL trial, an event which management deemed to be reasonably assured at the inception of the Astellas collaboration. This milestone payment was triggered in the third quarter of 2010, and the Company is recognizing the milestone payment as revenue on a straight-line basis over the estimated remaining performance period of the Astellas Collaboration Agreement.

The latter category of milestone payments consists of those triggered by potential marketing approvals in Europe and Japan, and commercial activities globally, all of which are areas in which the Company has no pertinent contractual responsibilities under the Astellas Collaboration Agreement. Management concluded that these payments constitute contingent revenues and thus recognizes them as revenue in the period in which the contingency is met.

Royalties and Profit (Loss) Sharing Payments

Under the Astellas Collaboration Agreement, the Company shares equally profits (losses) on sales of products in the United States and receives royalties on sales of products outside the United States. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 605-10-25-1, “Revenue Recognition.” Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved.

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Cost-Sharing Payments

Under both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer, the Company and its collaboration partners share certain development and commercialization costs (including in the case of the Astellas Collaboration Agreement, cost of goods sold and the royalty on net sales payable to The Regents of the University of California, or UCLA, under the Company’s license agreement with UCLA) in the United States. The parties make quarterly cost-sharing payments to one another in amounts necessary to ensure that each party bears its contractual share of the overall shared U.S. development and commercialization costs incurred. The Company’s policy is to account for cost-sharing payments to its collaboration partners as increases in expense in its consolidated statements of operations, while cost-sharing payments by its collaboration partners to the Company are accounted for as reductions in expense. Cost-sharing payments related to development activities and commercialization activities are recorded in research and development expenses, or R&D expenses, and selling, general and administrative expenses, or SG&A expenses, respectively.

Reliance on Third-Party Information

Under the Astellas Collaboration Agreement, Astellas records all XTANDI sales globally and has operational responsibility for certain development and commercialization activities in the United States for which the Company shares costs. Thus, Astellas has control over certain XTANDI-related financial information needed to prepare the Company’s financial statements and related disclosures, including information regarding gross sales, net sales, gross-to-net sales deductions, including estimates of potential future product returns, and shared U.S. development and commercialization costs incurred by Astellas. The Company is dependent on Astellas to provide it with such information in a timely and accurate manner for use in preparing the Company’s consolidated financial statements and disclosures. Certain of this information provided by Astellas is subject to estimates, including estimates used in determining gross-to-net revenue deductions such as payor mix, discounts (including legally mandated discounts to government entities), returns, chargebacks, rebates, and participation levels in patient assistance programs, and estimates regarding accrued development and commercialization costs incurred by Astellas. Under the Astellas Collaboration Agreement, the deductions from gross sales used to derive net sales of XTANDI are determined in a manner consistent with GAAP, consistently applied. Should Astellas fail to provide the Company with any such financial information in a timely manner, or should any such financial information provided by Astellas, or any of the estimates upon which such financial information was based, prove to be inaccurate, the Company could be required to record adjustments in future periods.

(o) Research and Development Expenses and Accruals

R&D expenses are charged to expense as incurred unless there is an alternative future use in other research and development projects or otherwise. R&D expenses are comprised of costs incurred in performing research and development activities, including personnel-related costs, share-based compensation, and facilities-related overhead, outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and pre-clinical materials, research costs, upfront and development milestone payments under license agreements and other consulting services. Non-refundable advance payment for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. In instances where the Company enters into agreements with third parties to provide research and development services to it, costs are expensed as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.

The Company’s accruals for clinical trials and other research and development activities are based on estimates of the services received and efforts expended pursuant to contracts with numerous clinical trial centers, contract research organizations and clinical manufacturing organizations. In the normal course of business the Company contracts with third parties to perform various research and development activities in the on-going development of its product candidates, including, without limitation, third party clinical trial centers and contract

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research organizations that perform and administer the Company’s clinical trials on its behalf and clinical manufacturing organizations that manufacture clinical trial materials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under these agreements depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its consolidated financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical trials and other research and development activities are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific agreement.

The Company’s accrual estimates are dependent upon the timeliness and accuracy of data provided by third parties regarding the status and cost of studies, and may not match the actual services performed by the organizations. During the course of a clinical trial, the Company adjusts its rate of clinical trial expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued clinical trial expenses as of each balance sheet date based on facts and circumstances known at that time. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. This could result in adjustment to the Company’s R&D expense in future periods. The Company has had no significant adjustments to previously recorded research and development amounts.

(p) Stock-Based Compensation

The Company has granted stock options, restricted stock units, performance share awards, and stock appreciation rights pursuant to the terms of the Medivation Equity Incentive Plan and ESPP shares pursuant to the ESPP. The Company accounts for stock-based compensation awards to employees and directors and ESPP shares in accordance with ASC 718, “Stock Compensation,” and in the case of awards to consultants in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”

Stock-based compensation expense associated with stock options is based on the estimated grant date fair value using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, option term, risk-free interest rate and dividend yield. The Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest.

Stock-based compensation expense associated with restricted stock units is based on the fair value of the Company’s common stock on the grant date, which equals the closing market price of the Company’s common stock on the grant date. For restricted stock units, the Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest. Performance share awards allow the recipients of such awards to earn fully vested shares of the Company’s common stock upon the achievement of pre-established performance objectives. Stock-based compensation expense associated with performance share awards is based on the fair value of the Company’s common stock on the grant date, which equals the closing market price of the Company’s common stock on the grant date, and is recognized when the performance objective is expected to be achieved. The Company evaluates on a quarterly basis the probability of achieving the performance criteria. The cumulative effect on current and prior periods of a change in the estimated number of performance share awards expected to be earned is recognized as compensation expense or as reduction of previously recognized compensation expense in the period of the revised estimate.

The fair value of stock-settled and cash-settled stock appreciation rights is initially measured on the grant date using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. Similar to stock options, compensation expense for stock-settled stock appreciation rights is recognized over the vesting period of the awards that are ultimately expected to vest based on the grant-date fair value. Cash-settled stock appreciation

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rights are liability-classified awards for which compensation expense and the liability are remeasured at each reporting date through the date of settlement based on the portion of the requisite service period rendered. Upon the conversion of cash-settled stock appreciation rights to stock-settled stock appreciation rights, the awards are remeasured using the then-current Black-Scholes assumptions and the remeasured liability is reclassified to additional paid-in capital.

The Company accounts for the ESPP as a compensatory plan. The fair value of each purchase under the Company’s ESPP is estimated on the date of the beginning of the offering period using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. The Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest.

Equity awards to consultants are typically remeasured at fair value at each reporting date until the awards vest in accordance with ASC 505-50.

The Company applies a forfeiture rate when determining stock-based compensation expense to account for an estimate of the granted awards not expected to vest. If actual forfeitures differ from the expected rate, the Company may be required to make additional adjustments to compensation expense in future periods.

The Black-Scholes valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in the Company’s stock options, stock appreciation rights, or ESPP shares. If the model permitted consideration of the unique characteristics of employee stock options, stock appreciation rights, and ESPP shares, the resulting estimate of fair value of the stock options, stock appreciation rights, and ESPP shares could be different. In addition, if the Company had made different assumptions and estimates for use in the Black-Scholes valuation model, the amount of recognized and to be recognized stock-based compensation expense could have been different.

(q) Promotional and Advertising Costs

Promotional and advertising costs are classified as SG&A expenses and are expensed as incurred. Promotional and advertising expenses consist primarily of the costs of designing, producing and distributing materials promoting the Company and its products, including its corporate website. Under both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer, the Company and its collaboration partners share certain commercialization costs, including certain promotional and advertising costs, in the United States. See Note 3, “Collaboration Agreements,” for additional information regarding cost-sharing with its collaboration partners.

(r) Income Taxes

The Company accounts for income taxes using an asset and liability approach in accordance with the guidance provided by ASC 740-10, “Accounting for Income Taxes.” ASC 740-10 requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, is not expected to be realized.

The Company records a valuation allowance to reduce its deferred tax assets to reflect the net amount that it believes is more likely than not to be realized. Realization of the deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Based upon the weight of available evidence at December 31, 2014, the Company determined that it was more likely than not that a portion of its deferred tax assets would be realizable and consequently released the valuation allowance against Federal

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and certain state net deferred tax assets during the fourth quarter of 2014 and recorded a discrete tax benefit of $33.4 million during the fourth quarter of 2014. The decision to reverse a portion of the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to the Company’s historical operating results, income or loss in recent periods, cumulative income in recent years, forecasted earnings, forecasted future taxable income, and significant risk and uncertainty related to forecasts. The release of the valuation allowance resulted in the recognition of certain deferred tax assets and a decrease to income tax expense.

Significant judgment in required in evaluating the Company’s uncertain income tax positions based on the guidance in ASC 740-10-25, “Accounting for Uncertainty in Income Taxes.” The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by tax authorities. The tax benefit recognized in the financial statements on a particular tax position is measured on the largest benefit that is more likely than not to be realized. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the liability for changes in facts and circumstances, such as new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, significant amendment to an existing tax law, or resolution of an examination. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax provision in the period in which such determination is made. The resolution of our uncertain income tax positions is dependent on uncontrollable factors such as law changes, new case law, and the willingness of the income tax authorities to settle, including the timing thereof and other factors. Although The Company does not anticipate significant changes to its uncertain income tax positions in the next twelve months, items outside of the Company’s control could cause the uncertain income tax positions to change in the future, which would be recorded in the consolidated statements of operations. Interest and/or penalties related to income tax matters are recognized as a component of income tax expense as incurred.

(s) New Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss, or NOL, carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The Company adopted this amended guidance prospectively as of January 1, 2014. The adoption of this amended guidance did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606), a comprehensive new revenue recognition standard that will supersede the existing revenue recognition guidance. The new accounting guidance creates a framework by which an entity will allocate the transaction price to separate performance obligations and recognize revenue when (or as) each performance obligation is satisfied. Under the new standard, entities will be required to use judgment and make estimates, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price, allocating the transaction price to each separate performance obligation and determining when an entity satisfies its performance obligations. The standard allows for either “full retrospective” adoption, meaning that the standard is applied to all of the periods presented with a cumulative catch-up as of the earliest period presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements with a cumulative catch-up as of the current period. The accounting standard will be effective for reporting periods beginning after December 15, 2016. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.

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(t) Out-of-Period Adjustment

In the first quarter of 2013, the Company recorded an out-of-period correcting adjustment that increased operating expenses and net loss by $3.6 million for the three months ended March 31, 2013. Management concluded that the adjustment is not material to the full year 2013 results or any previously reported financial statements.

NOTE 3. COLLABORATION AGREEMENTS

(a) Collaboration Agreement with Astellas

In October 2009, the Company entered into a collaboration agreement with Astellas, or the Astellas Collaboration Agreement, pursuant to which it is collaborating with Astellas to develop and commercialize XTANDI globally. Under the agreement, decision making and economic participation differs between the U.S. market and the ex-U.S. market. In the United States, decisions are generally made by consensus, pre-tax profits and losses are shared equally, and, subject to certain exceptions, development and commercialization costs (including cost of goods sold and the royalty on net sales payable to The Regents of the University of California (“UCLA” or “the Regents”) under the Company’s license agreement with UCLA) are also shared equally. The primary exceptions to equal cost sharing in the U.S. market are that each party is responsible for its own commercial full-time equivalent, or FTE, costs, and that development costs supporting marketing approvals in both the United States and either Europe or Japan are borne one-third by the Company and two-thirds by Astellas. The Company and Astellas are co-promoting XTANDI in the U.S. market, with each company providing half of the sales and medical affairs effort in support of the product. Both the Company and Astellas are entitled to receive a fee for each qualifying detail made by its respective sales representatives. Outside the United States, decisions are generally made by Astellas and all development and commercialization costs (including cost of goods sold and the royalty on net sales payable to UCLA) are borne by Astellas. Astellas retains all ex-U.S. profits and losses, and pays the Company a tiered royalty ranging from the low teens to the low twenties on the aggregate net sales of XTANDI outside the United States, or ex-U.S. XTANDI sales. Astellas has sole responsibility for promoting XTANDI outside the United States and for recording all XTANDI sales both inside and outside the United States. Both the Company and Astellas have agreed not to commercialize certain other products having a similar mechanism of action (as defined by the Astellas Collaboration Agreement) as XTANDI for the treatment of prostate cancer for a specified time period, subject to certain exceptions.

Under the Astellas Collaboration Agreement, Astellas paid the Company a non-refundable, upfront cash payment of $110.0 million in the fourth quarter of 2009. The Company is also eligible to receive up to $335.0 million in development milestone payments and up to $320.0 million in sales milestone payments. As of December 31, 2014, the Company has earned all of the $335.0 million in development milestone payments and $75.0 million in sales milestone payments under the Astellas Collaboration Agreement. The Company expects that any of the remaining $245.0 million in sales milestone payments that the Company may earn in future periods will be recognized as revenue in their entirety in the period in which the underlying milestone event is achieved. The triggering events for the sales milestone payments are as follows:

Annual Global Net Sales in a Calendar Year	Milestone Payment(1)
$400 million	(2)
$800 million	(3)
$1.2 billion	$70 million
$1.6 billion	$175 million

(1) Each milestone shall only be paid once during the term of the Astellas Collaboration Agreement.

(2) This milestone totaling $25.0 million was earned and recognized as collaboration revenue during the fourth quarter of 2013 and payment was received in the first quarter of 2014.

(3) This milestone totaling $50.0 million was earned and recognized as collaboration revenue during the fourth quarter of 2014 and is included in receivable from collaboration partner on the consolidated balance sheet at December 31, 2014. Payment was received during the first quarter of 2015.

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The Company and Astellas are each permitted to terminate the Astellas Collaboration Agreement for an uncured material breach by the other party or for the insolvency of the other party. Astellas has a right to terminate the Astellas Collaboration Agreement unilaterally by advance written notice to the Company. Following any termination of the Astellas Collaboration Agreement in its entirety, all rights to develop and commercialize XTANDI will revert to the Company, and Astellas will grant a license to the Company to enable it to continue such development and commercialization. In addition, except in the case of a termination by Astellas for the Company’s material breach, Astellas will supply XTANDI to the Company during a specified transition period.

Unless terminated earlier by the Company or Astellas pursuant to the terms thereof, the Astellas Collaboration Agreement will remain in effect: (a) in the United States, until such time as Astellas notifies the Company that Astellas has permanently stopped selling products covered by the Astellas Collaboration Agreement in the United States; and (b) in each other country of the world, on a country-by-country basis, until such time as (i) products covered by the Astellas Collaboration Agreement cease to be protected by patents or regulatory exclusivity in such country and (ii) commercial sales of generic equivalent products have commenced in such country.

(b) Former Collaboration Agreement with Pfizer

The Company entered into a collaboration agreement with Pfizer in October 2008. Under the terms of the agreement, the Company and Pfizer agreed to collaborate on the development and commercialization of its former product candidate dimebon for the treatment of Alzheimer’s disease and Huntington disease for the U.S. market. Pfizer paid the Company a non-refundable, upfront cash payment of $225.0 million in the fourth quarter of 2008. Under the terms of the former collaboration agreement with Pfizer, the Company and Pfizer shared the costs and expenses of developing and commercializing dimebon for the U.S. market on a 60%/40% basis, with Pfizer assuming the larger share. In January 2012, Pfizer exercised its right to terminate the collaboration agreement and the Company and Pfizer discontinued development of dimebon for all indications due to the negative Phase 3 trial results in both indications. Amortization of the full Pfizer upfront payment was completed upon completion of the Company’s performance obligations in the third quarter of 2012.

(c) Collaboration Revenue

Collaboration revenue consists of three components: (a) collaboration revenue related to U.S. XTANDI sales; (b) collaboration revenue related to ex-U.S. XTANDI sales; and (c) collaboration revenue related to upfront and milestone payments.

Collaboration revenue was as follows:

	Years Ended December 31,
	2014		2013		2012
Collaboration revenue:
Related to U.S. XTANDI sales	$	339,902	$	196,208	$	35,752
Related to ex-U.S. XTANDI sales		49,476		6,338		—
Related to upfront and milestone payments		321,109		70,396		145,944
Total	$	710,487	$	272,942	$	181,696

Collaboration Revenue Related to U.S. XTANDI Sales

Under the Astellas Collaboration Agreement, Astellas records all U.S. XTANDI sales. The Company and Astellas share equally all pre-tax profits and losses from U.S. XTANDI sales. Subject to certain exceptions, the Company and Astellas also share equally all XTANDI development and commercialization costs attributable to the U.S. market, including cost of goods sold and the royalty on net sales payable to UCLA under the Company’s license agreement with UCLA. The primary exceptions to the equal cost sharing are that each party is responsible

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for its own commercial FTE costs and that development costs supporting marketing approvals in both the United States and either Europe or Japan are borne one-third by the Company and two-thirds by Astellas. The Company recognizes collaboration revenue related to U.S. XTANDI sales in the period in which such sales occur. Collaboration revenue related to U.S. XTANDI sales consists of the Company’s share of pre-tax profits and losses from U.S. sales, plus reimbursement of the Company’s share of reimbursable U.S. development and commercialization costs. The Company’s collaboration revenue related to U.S. XTANDI sales in any given period is equal to 50% of U.S. XTANDI net sales as reported by Astellas for the applicable period.

Collaboration revenue related to U.S. XTANDI sales was as follows:

	Years Ended December 31,
	2014			2013			2012
U.S. XTANDI sales (as reported by Astellas)	$	679,805		$	392,415		$	71,504
Shared U.S. development and commercialization costs		(323,730	)		(241,106	)		(88,908	)
Pre-tax U.S. profit (loss)	$	356,075		$	151,309		$	(17,404	)
Medivation’s share of pre-tax U.S. profit (loss)	$	178,037		$	75,655		$	(8,702	)
Reimbursement of Medivation’s share of shared U.S. costs		161,865			120,553			44,454
Collaboration revenue related to U.S. XTANDI sales	$	339,902		$	196,208		$	35,752

XTANDI first became available for shipment on September 13, 2012. Collaboration revenue related to U.S. XTANDI sales for the year ended December 31, 2012 represents U.S. XTANDI sales from September 13, 2012 through December 31, 2012.

Collaboration Revenue Related to Ex-U.S. XTANDI Sales

Under the Astellas Collaboration Agreement, Astellas records all ex-U.S. XTANDI sales. Astellas is responsible for all development and commercialization costs for XTANDI outside the United States, including cost of goods sold and the royalty on net sales payable to UCLA under the Company’s license agreement with UCLA, and pays the Company a tiered royalty ranging from the low teens to the low twenties on net ex-U.S. XTANDI sales. The Company recognizes collaboration revenue related to ex-U.S. XTANDI sales in the period in which such sales occur. Collaboration revenue related to ex-U.S. XTANDI sales consists of royalties from Astellas on those sales.

Collaboration revenue related to ex-U.S. XTANDI sales was $49.5 million and $6.3 million for the years ended December 31, 2014 and 2013, respectively. There was no collaboration revenue related to ex-U.S. XTANDI sales for the year ended December 31, 2012.

Collaboration Revenue Related to Upfront and Milestone Payments

Collaboration revenue related to upfront and milestone payments was as follows:

	Years Ended December 31,
	2014		2013		2012
From Astellas:
Development milestones earned	$	257,000	$	20,000	$	45,000
Sales milestones earned		50,000		25,000		—
Amortization of deferred upfront and development milestones		14,109		25,396		28,914
		321,109		70,396		73,914
From Pfizer:
Amortization of deferred upfront and development milestones		—		—		72,030
Total	$	321,109	$	70,396	$	145,944

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Deferred revenue under the Astellas Collaboration Agreement was $2.8 million and $16.9 million at December 31, 2014 and 2013, respectively.

(d) Cost-Sharing Payments

The following table summarizes the reductions in R&D expenses related to development cost sharing payments:

	Years Ended December 31,
	2014		2013		2012
Development cost-sharing payments from Astellas	$	63,479	$	46,594	$	47,473
Development cost-sharing payments from Pfizer		—		—		1,740
Total	$	63,479	$	46,594	$	49,213

The following table summarizes the (increases) reductions in SG&A expenses related to commercialization cost-sharing payments:

	Years Ended December 31,
	2014			2013			2012
Commercialization cost-sharing payments to Astellas	$	(36,094	)	$	(11,973	)	$	(3,437	)
Commercialization cost-sharing payments from Pfizer		—			—			9
Total	$	(36,094	)	$	(11,973	)	$	(3,428	)

(e) Collaboration Receivable

At December 31, 2014 and 2013, collaboration receivable from Astellas was $184.7 million and $107.2 million, respectively. The amounts receivable at December 31, 2014 and 2013 were received in the first quarter of 2015 and 2014, respectively.

NOTE 4. BUSINESS ACQUISITION

In the fourth quarter of 2014, the Company entered into a License Agreement with Israel-based CureTech, pursuant to which it licensed exclusive worldwide rights to CureTech’s late-stage clinical molecule, pidilizumab, an immune modulatory anti-PD-1 monoclonal antibody. Under the License Agreement, the Company will be responsible for all development, regulatory, manufacturing, and commercialization activities for pidilizumab for all indications, including oncology. Immuno-oncology is a rapidly evolving field that focuses on harnessing the ability of the immune system in the fight against cancer. The Company believes that pidilizumab may have utility in immuno-oncology. The Company has concluded that the in-license transaction is an acquisition of a business and will account for it in accordance with ASC 805-10, “Business Combinations.”

In connection with the acquisition, the Company made upfront cash payments to CureTech totaling $5.0 million during the fourth quarter of 2014. In addition, CureTech is entitled to contingent payments totaling up to $85.0 million upon attainment of certain development and regulatory milestones, up to $245.0 million upon the achievement of certain annual worldwide net sales thresholds, and tiered royalties ranging from 5% to 11% on annual worldwide net sales. CureTech is also entitled to a $5.0 million milestone payment upon completion of the Manufacturing Technology Transfer as described in Note 14, “Commitments and Contingencies.” The acquisition-date fair value of the contingent consideration payments totaled $106.0 million and was estimated by applying a probability-based income approach using an appropriate discount rate. The estimation was based on significant inputs that are not observable in the market, referred to as Level 3 inputs, as described in more detail in Note 13, “Fair Value Measurements.”

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The following table presents the final allocation of the purchase consideration for the CureTech acquisition, including the contingent consideration payable, based on fair value.

Purchase consideration:
Cash	$	5,000
Acquisition-date fair value of contingent consideration		106,000
Total purchase consideration	$	111,000
Allocation of the purchase consideration:
Assets:
Identifiable intangible assets- IPR&D	$	101,000
Net identifiable assets acquired		101,000
Goodwill		10,000
Net assets acquired	$	111,000

Identifiable intangible assets totaled $101.0 million and consist entirely of IPR&D for pidilizumab. As of the valuation date, the Company determined that pidilizumab was the only R&D project with substance, such that the project had undergone conceptual stages, and research, development, and preproduction had been started for the project. As such, no other intangible assets were identified in the transaction other than pidilizumab as separate from goodwill. The Company utilized the multi-period excess earnings model of the “income method” to determine the fair value of the IPR&D as of the acquisition date. The excess of the consideration over the fair values assigned to the net assets acquired was $10.0 million, which represents the amount of goodwill resulting from the acquisition. The Company believes that the goodwill primarily represents benefits to it, such as the potential to diversify its product portfolio into the area of immuno-oncology, that do not qualify for separate recognition as acquired intangible assets. The amount of goodwill that is expected to be deductible for income tax purposes is $10.0 million. The Company recorded the goodwill on its consolidated balance sheet as of the acquisition date.

NOTE 5. NET INCOME (LOSS) PER COMMON SHARE

The computation of basic net income (loss) per common share is based on the weighted- average number of common shares outstanding during each period. The computation of diluted net income (loss) per common share is based on the weighted-average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options, restricted stock units, performance share awards, stock appreciation rights, ESPP shares, warrants, and shares issuable upon conversion of convertible debt.

In periods in which the Company reports net income, the Company uses the “if-converted” method in calculating the diluted net income per common share effect of the assumed conversion of the Convertible Notes. Under the “if-converted” method, interest expense, net of tax, related to the Convertible Notes is added back to net income, and the Convertible Notes are assumed to have been converted into common shares at the beginning of the period (or issuance date) in periods in which there would have been a dilutive effect. The Convertible Notes can be settled in common stock, cash, or a combination thereof, at the Company’s election. During periods of net income, the Company’s intent and ability to settle the Convertible Notes in cash could impact the computation of diluted net income per common share.

In periods in which the Company reports a net loss, all common stock equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equal.

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The following table reconciles the numerator and denominator used to calculate diluted net income (loss) per common share:

	Years Ended December 31,
	2014		2013			2012
Numerator:
Net income (loss)	$	276,452	$	(42,613	)	$	(41,257	)
Interest expense on convertible notes, net of tax		14,030		—			—
Numerator for diluted net income (loss) per common share calculation	$	290,482	$	(42,613	)	$	(41,257	)
Denominator:
Weighted-average common shares, basic		76,929		75,165			73,480
Dilutive effect of common stock equivalents		8,071		—			—
Weighted-average common shares, diluted		85,000		75,165			73,480
Net income (loss) per common share:
Basic net income (loss) per common share	$	3.59	$	(0.57	)	$	(0.56	)
Diluted net income (loss) per common share	$	3.42	$	(0.57	)	$	(0.56	)

Approximately 12.6 million and 13.0 million potentially dilutive common shares have been excluded from the diluted net loss per common share computations for the years ended December 31, 2013 and 2012, respectively, because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss in each of these years.

NOTE 6. CONVERTIBLE SENIOR NOTES DUE 2017

On March 19, 2012, the Company issued $258.8 million aggregate principal amount of the Convertible Notes. The Convertible Notes are governed by an indenture, dated as of March 19, 2012 between the Company and Wells Fargo Bank, National Association as Trustee, as supplemented by the first supplemental indenture dated as of March 19, 2012, or the Indenture. The Convertible Notes bear interest at a rate of 2.625% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2012. The Convertible Notes mature on April 1, 2017, unless earlier converted, redeemed or repurchased in accordance with their terms. The Convertible Notes are general senior unsecured obligations and rank (1) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, (2) equal in right of payment to any of the Company’s future indebtedness and other liabilities of the Company that are not so subordinated, (3) junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and (4) structurally junior to all future indebtedness incurred by the Company’s subsidiaries and their other liabilities (including trade payables).

Prior to April 6, 2015, the Convertible Notes are not redeemable. On or after April 6, 2015, the Company may elect to redeem for cash all or a part of the Convertible Notes if the closing sale price of its common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day preceding the date it provides notice of the redemption exceeds 130% of the conversion price in effect on each such trading day, subject to certain conditions. The redemption price will equal 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding the redemption date. If a fundamental change (as defined in the Indenture) occurs prior to the maturity date, holders may require the Company to purchase for cash all or any portion of the Convertible Notes at a purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

Holders may convert their Convertible Notes prior to the close of business on the business day immediately preceding January 1, 2017 only upon the occurrence of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2012, if the closing sale price of the

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Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the Convertible Notes in effect on each applicable trading day; (2) during the five consecutive trading-day period following any five consecutive trading-day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) upon the occurrence of specified corporate events; or (4) if the Company calls any Convertible Notes for redemption, at any time until the close of business on the second business day preceding the redemption date. On or after January 1, 2017 until the close of business on the second business day immediately preceding the stated maturity date, holders may surrender their Convertible Notes for conversion at any time, regardless of the foregoing circumstances.

At December 31, 2014, the Convertible Notes met a requirement of convertibility because the Company’s common stock price was in excess of the stated conversion premium for at least 20 trading days in the period of 30 consecutive trading days ending on December 31, 2014. The Convertible Notes remain convertible through March 31, 2015. Convertibility of the Convertible Notes based on the trading price of the Company’s common stock is assessed on a calendar-quarter basis. Upon a conversion of the Convertible Notes, the Company is required to pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of both, at the Company’s election. As of December 31, 2014, the conversion rate was 19.5172 shares of common stock per $1,000 principal amount of the Convertible Notes, equivalent to a conversion price of approximately $51.24 per share of common stock. The conversion rate is subject to adjustment in certain events, such as distribution of dividends and stock splits. In addition, upon a Make-Whole Adjustment Event (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its Convertible Notes in connection with such Make-Whole Adjustment Event.

The debt and equity components of the Convertible Notes have been bifurcated and accounted for separately based on the authoritative accounting guidance in ASC 470-20. The $258.8 million aggregate principal amount of Convertible Notes was bifurcated between the debt component ($187.1 million) and the equity component ($71.7 million). The amount allocated to the debt component of $187.1 million was estimated based on the fair value of similar debt instruments that do not include an equity conversion feature. The Convertible Notes were recorded at an initial carrying value of $187.1 million, net of $71.7 million in debt discount. The debt discount is being accreted to the carrying value of the Convertible Notes as non-cash interest expense utilizing the effective yield amortization method over the period ending on April 1, 2017, which is the scheduled maturity date of the Convertible Notes.

The Company incurred issuance costs of $8.4 million, consisting primarily of investment banking, legal and other professional fees. These issuance costs were allocated to the debt component ($6.1 million) and the equity component ($2.3 million) in proportion to the allocation of the Convertible Note proceeds. The $6.1 million of issuance costs allocated to the debt component was capitalized and is being amortized as non-cash interest expense utilizing the effective yield amortization method over the period ending on the scheduled maturity date of the Convertible Notes. The $2.3 million of issuance costs allocated to the equity component was charged to additional paid-in capital.

After giving effect to the bifurcation described above, the effective interest rate on the Convertible Notes was 10.71% for the years ended December 31, 2014, 2013 and 2012. Interest expense on the Convertible Notes consisted of the following:

	Years Ended December 31,
	2014		2013		2012
Coupon interest expense	$	6,792	$	6,793	$	5,322
Non-cash amortization of debt discount		13,737		12,407		8,910
Non-cash amortization of debt issuance costs		1,161		1,049		753
Total	$	21,690	$	20,249	$	14,985

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NOTE 7 — BUILD-TO-SUIT LEASE OBLIGATION

In the fourth quarter of 2013, the Company entered into a long-term property lease for approximately 52,000 square feet of space located in San Francisco, California. The lease agreement expires in July 2024, and the Company has an option to extend the lease term for up to an additional five years.

The Company is deemed, for accounting purposes only, to be the owner of the entire project including the building shell, even though it is not the legal owner. In connection with the Company’s accounting for this transaction, the Company capitalized $14.5 million as a build-to-suit property within property and equipment, net, and recognized a corresponding build-to-suit lease obligation for the same amount. The Company also recognized, as an additional build-to-suit lease obligation, structural tenant improvements totaling $3.6 million for amounts paid by the landlord and $1.5 million for capitalized interest during the construction period.

A portion of the monthly lease payment will be allocated to land rent and recorded as an operating lease expense and the non-interest portion of the amortized lease payments to the landlord related to the rent of the building will be applied to reduce the build-to-suit lease obligation. At December 31, 2014, $0.7 million of the build-to-suit lease obligation representing the expected reduction in the liability over the next twelve months is classified as a current liability and the remaining $18.7 million is classified as a non-current liability on the consolidated balance sheet. Expected reductions (increases) in the build-to-suit lease obligation at December 31, 2014 were as follows:

Years Ending December 31,	Build-To-Suit  Lease Obligation
2015	$	698
2016		(12	)
2017		66
2018		150
2019		241
2020 and thereafter		18,266
Total	$	19,409

The amounts included in the table above represent the reductions (increases) in the build-to-suit lease obligation on the Company’s consolidated balance sheet in each of the periods presented. The amount in the terminal period includes the amount to derecognize the build-to-suit lease obligation at the end of the lease term. The expected reductions (increases) in the build-to-suit obligation presented in the table above are impacted by the timing of the completion of the construction project. Actual expected lease payments under the build-to-suit lease obligation are included in Note 14, “Commitments and Contingencies.”

NOTE 8. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	December 31,
	2014			2013
Build-to-suit property	$	19,544		$	—
Leasehold improvements		15,051			12,034
Computer equipment and software		9,499			4,503
Furniture and fixtures		4,667			3,981
Construction in progress		1,360			1,177
Laboratory equipment		735			703
		50,856			22,398
Less: Accumulated depreciation		(9,695	)		(5,363	)
Total	$	41,161		$	17,035

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NOTE 9. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable, accrued expenses and other current liabilities consisted of the following:

	December 31,
	2014		2013
Payroll and payroll-related	$	33,272	$	23,832
Clinical and preclinical		31,069		34,182
Royalties payable		13,582		6,377
Accounts payable		10,492		3,290
Accrued professional services and other current liabilities		8,913		6,879
Other payable to licensor		5,000		2,500
Taxes payable		2,106		—
Interest payable		1,698		1,698
Total	$	106,132	$	78,758

Accounts payable represents short-term liabilities for which the Company has received and processed a vendor invoice prior to the end of the reporting period. Accrued expenses and other current liabilities represent, among other things, compensation and related benefits to employees, royalties due to licensors of technologies; cash interest payable related to the Company’s Convertible Notes, estimated amounts due to third party vendors for services rendered prior to the end of the reporting period, invoices received from third party vendors that have not yet been processed, taxes payable, and other accrued items.

NOTE 10. STOCKHOLDERS’ EQUITY

(a) Stock Purchase Rights

All shares of the Company’s common stock, if issued prior to the termination by the Company of its rights agreement, dated as of December 4, 2006, include stock purchase rights. The rights are exercisable only if a person or group acquires twenty percent or more of the Company’s common stock or announces a tender or exchange offer which would result in ownership of twenty percent or more of the Company’s common stock. Following the acquisition of twenty percent or more of the Company’s common stock, the holders of the rights, other than the acquiring person or group, may purchase Medivation common stock at half of its fair market value. In the event of a merger or other acquisition of the Company, the holders of the rights, other than the acquiring person or group, may purchase shares of the acquiring entity at half of their fair market value. The rights were not exercisable at December 31, 2014.

(b) Medivation Equity Incentive Plan

The Medivation Equity Incentive Plan, which is stockholder-approved, provides for the issuance of options and other stock-based awards, including restricted stock units, performance share awards and stock appreciation rights, to employees, directors and consultants. The vesting of all outstanding awards under the Medivation Equity Incentive Plan will accelerate, and all such awards will become immediately exercisable, upon a “change of control” of Medivation, as defined in the Medivation Equity Incentive Plan. At December 31, 2014, there were 21,150,000 shares of common stock authorized for issuance under the Medivation Equity Incentive Plan, of which approximately 2.7 million shares of common stock were available for issuance.

Stock Options

The terms of stock options granted under the Medivation Equity Incentive Plan cannot exceed ten years. Stock options generally have an exercise price equal to the fair market value of the Company’s common stock on the grant date, and generally vest over a period of four years except for annual stock option grants to non-employee directors, which vest over a period of one year.

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The following table summarizes stock option activity for the year ended December 31, 2014:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value(1)
Outstanding at December 31, 2013		6,614,534		$	22.12
Granted		957,131		$	78.57
Exercised		(2,015,934	)	$	14.43
Forfeited/expired		(487,774	)	$	46.13
Outstanding at December 31, 2014		5,067,957		$	33.52		6.27	$	335.3
Vested and exercisable at December 31, 2014		3,423,815		$	19.70		5.16	$	273.6

(1) The aggregate intrinsic value is calculated as the pre-tax difference between the weighted-average exercise price of the underlying awards and the closing price per share of $99.61 of the Company’s common stock on December 31, 2014. The calculation excludes any awards with an exercise price higher than the closing price of the Company’s common stock on December 31, 2014. The amounts are presented in millions.

Additional information regarding stock options is set forth below (in thousands, except per share data):

	Years Ended December 31,
	2014		2013		2012
Intrinsic value of options exercised	$	145,842	$	35,155	$	116,867
Grant-date fair value of options vested	$	38,147	$	22,278	$	10,795
Weighted-average grant-date fair value per share of options granted	$	43.35	$	30.39	$	26.01

Restricted Stock Units

A restricted stock unit is an agreement to issue shares of the Company’s common stock at the time of vesting. Restricted stock units generally vest in three equal installments on approximately the first, second and third anniversaries of the grant date, except for annual restricted stock unit grants to non-employee directors, which vest on approximately the first anniversary of the grant date.

The following table summarizes restricted stock unit activity for the year ended December 31, 2014:

	Number of Shares			Weighted- Average Grant-Date Fair Value
Unvested at December 31, 2013		311,347		$	52.57
Granted		399,102		$	83.55
Vested		(134,865	)	$	51.85
Forfeited		(92,004	)	$	63.95
Unvested at December 31, 2014		483,580		$	76.20

The total fair value of restricted stock units that vested during the years ended December 31, 2014, 2013, and 2012 was $7.0 million, $11.8 million, and $6.2 million, respectively.

Performance Share Awards

The Company granted performance share awards in 2011 to certain employees pursuant to the terms of the Medivation Equity Incentive Plan. During the year ended December 31, 2012, the compensation committee of the Company’s Board (“Compensation Committee”) certified the actual achievement of performance objectives

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related to certain performance share awards. As a result, during the year ended December 31, 2012, recipients earned a total of 83,332 shares of common stock that had a fair market value of $4.7 million. In December 2012, the Compensation Committee cancelled all remaining performance share awards covering an aggregate of 41,668 shares of common stock. There were no performance share awards outstanding under the Medivation Equity Incentive Plan at either December 31, 2014 or 2013.

Stock Appreciation Rights

Stock appreciation rights give the holder the right, upon exercise, to receive the difference between the market price per share of the Company’s common stock at the time of exercise and the exercise price of the stock appreciation right. The exercise price of the stock appreciation right is equal to the market price of the Company’s common stock at the date of the grant.

The following table summarizes stock appreciation rights activity for the year ended December 31, 2014:

	Number of Rights			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value(1)
Outstanding at December 31, 2013		806,116		$	23.98
Granted		—			—
Exercised		(97,994	)	$	23.50
Forfeited		(19,894	)	$	23.82
Outstanding at December 31, 2014		688,228		$	24.05		6.96	$	52.0
Vested and exercisable at December 31, 2014		501,740		$	24.07		6.96	$	37.9

(1) The aggregate intrinsic value is calculated as the pre-tax difference between the weighted-average exercise price of the underlying awards and the closing price per share of $99.61 of the Company’s common stock on December 31, 2014. The calculation excludes any awards with an exercise price higher than the closing price of the Company’s common stock on December 31, 2014. The amounts are presented in millions.

Additional information regarding stock appreciation rights is set forth below (in thousands, except per share data):

	Years Ended December 31,
	2014		2013		2012
Intrinsic value of stock appreciation rights exercised	$	7,024	$	1,090	$	—
Fair value of stock appreciation rights vested (based on remeasurement-date fair value)	$	6,834	$	9,955	$	4,307
Weighted-average grant-date fair value per share of stock appreciation rights granted	$	—	$	—	$	14.33
Weighted-average remeasurement-date fair value per share of stock appreciation rights	$	—	$	—	$	32.94

No stock appreciation rights were granted during the years ended December 31, 2014 and 2013.

(c) Medivation Employee Stock Purchase Plan

The Medivation, Inc. 2013 Employee Stock Purchase Plan, or ESPP, which is stockholder approved, permits eligible employees to purchase shares of the Company’s common stock through payroll deductions at the lower of 85% of the fair market value of the common stock at the beginning or end of a purchase period. Eligible employee purchases are limited on an annual basis to $25,000 in accordance with Section 423 of the Internal

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Revenue Code. As of December 31, 2014, a total of 3,000,000 shares of the Company’s common stock were authorized for issuance under the ESPP, approximately 34,696 shares are reserved for issuance under the current purchase period, and 90,067 shares have been issued. At December 31, 2014, total employee withholdings for ESPP shares of $1.5 million were recorded in “accounts payable, accrued expenses and other current liabilities” on the consolidated balance sheet.

(d) Stock-Based Compensation

The Company estimates the fair value of stock options, stock appreciation rights, and ESPP shares using the Black-Scholes valuation model. The Company estimates expected volatility based on the historical price volatility of its common stock and implied volatility of its common stock inherent in the market price of publicly traded options in its common stock. The Company estimates the expected term of stock options and stock appreciation rights based on actual exercise experience and an assumption that unexercised options will remain outstanding for a period equal to the midpoint between the date the option vests in full and the contractual option termination date. The Company estimates the expected term of ESPP shares based on the duration of the applicable purchase period. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected term of the awards at the time of grant. The Company uses a dividend yield of zero as it has no history or expectation of paying cash dividends on its common stock.

The Black-Scholes assumptions used to estimate the fair value of stock options and stock appreciation rights to employees and directors were as follows:

	Years Ended December 31,
	2014			2013			2012
Expected volatility		60-65	%		64-75	%		66-73	%
Expected term (in years)		5.0-5.5			5.2-5.5			5.3-5.5
Risk-free interest rate		1.56-1.79	%		0.73-1.64	%		0.68-1.01	%
Expected dividend yield		—			—			—

No significant stock options or stock appreciation rights were granted to consultants during the periods presented above.

The Black-Scholes assumptions used to estimate the fair value of shares issued under the ESPP on the commencement date of the offering period were as follows:

	Years Ended December 31,
	2014			2013
Expected volatility		43-53	%		45	%
Expected term (in years)		0.5			0.5
Risk-free interest rate		0.04-0.06	%		0.04	%
Expected dividend yield		—			—

No ESPP offerings commenced during the year ended December 31, 2012.

Stock-based compensation expense was as follows:

	Years Ended December 31,
	2014		2013		2012
Stock-based compensation expense recognized as:
R&D expenses	$	17,913	$	16,503	$	11,998
SG&A expenses		27,221		20,575		11,680
Total	$	45,134	$	37,078	$	23,678

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Unrecognized stock-based compensation expense totaled $77.8 million at December 31, 2014, and is expected to be recognized over a weighted-average period of 2.34 years.

(e) Warrants

At December 31, 2014, an aggregate of 20,000 warrants to purchase shares of Medivation common stock at an exercise price of $6.93 per share were outstanding. These outstanding warrants expire in 2017. During the year ended December 31, 2013, an aggregate of 25,808 warrants to purchase shares of Medivation common stock at an exercise price of $0.78 per share were exercised.

NOTE 11. RETIREMENT PLAN

The Company has a defined contribution savings plan, which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code, or IRC. The 401(k) Plan is for the benefit of all participating employees and permits voluntary contributions by employees up to 100% of their annual pre-tax compensation limited by the Internal Revenue Service, or the IRS, imposed maximum contribution. The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. The Company’s contributions and the employee contributions are fully vested when contributed. The plan assets are held in trust and invested as directed by the plan participants. Employer matching contributions to the plan were $2.7 million, $1.9 million, and $1.3 million for the years ended December 31, 2014, 2013, and 2012, respectively.

NOTE 12. INCOME TAXES

The Company’s income before income tax benefit was $260.2 million for the year ended December 31, 2014. The Company’s loss before income tax expense was $42.5 million and $41.3 million for the years ended December 31, 2013 and 2012, respectively. Since inception, the Company has only generated pre-tax income (losses) in the United States and has not generated any pre-tax income (losses) outside the United States. Income tax benefit (expense) for the periods presented consisted of the following:

	Years Ended December 31,
	2014			2013			2012
Current:
Federal	$	(19,476	)	$	(7	)	$	(7	)
State		(1,496	)		(108	)		—
Total current		(20,972	)		(115	)		(7	)
Deferred:
Federal		36,917			—			—
State		313			—			—
Total deferred		37,230			—			—
Total income tax benefit (expense)	$	16,258		$	(115	)	$	(7	)

During 2014, the Company reduced its current Federal and state taxes payable by $17.0 million related to excess tax benefits from stock-based compensation, offsetting additional paid-in capital. The Company has unrecorded Federal and state excess stock-based compensation tax benefits of $81.4 million (tax-effected) as of December 31, 2014. These amounts will be credited to additional paid-in-capital when such amounts reduce cash taxes payable.

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A reconciliation of the statutory Federal income tax rate of 35% to the Company’s effective income tax rates is as follows:

	Years Ended December 31,
	2014			2013			2012
Federal tax provision at statutory rate		35.0	%		35.0	%		35.0	%
State taxes (net of Federal benefit)		0.4	%		1.4	%		10.8	%
Orphan drug credit		—			—			0.3	%
Stock-based compensation		0.1	%		(0.2	%)		1.5	%
Non-deductible officer compensation		0.1	%		(1.8	%)		(1.9	%)
Change in valuation allowance		(40.5	%)		(52.1	%)		(45.5	%)
Research and development credits		(1.5	%)		17.1	%		—
Other		0.2	%		0.3	%		(0.2	%)
Effective income tax rate		(6.2	%)		(0.3	%)		0.0	%

The Company recorded an income tax benefit of $16.3 million for the year ended December 31, 2014. The provision for income taxes was lower than the tax computed at the U.S. Federal statutory rate due primarily to utilization of net operating loss and tax credit carryforwards and the release of the valuation allowance on a portion of the Company’s net deferred tax assets. The income tax expense for the years ended December 31, 2013 and 2012 was not significant. The difference in the effective tax rate for 2013 as compared to 2012 is primarily attributable to state income tax expense.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax basis of assets and liabilities. Significant components of the Company’s deferred tax assets for Federal and state income taxes are follows:

	December 31,
	2014			2013
Deferred tax assets:
Deferred revenue	$	1,005		$	6,073
Net operating loss carryforward		9,100			80,620
Stock-based compensation		26,000			21,257
Tax credits		12,098			22,616
Intangible assets		5,259			—
Accruals and reserves		15,247			10,544
Total deferred tax assets		68,709			141,110
Less: valuation allowance		(16,023	)		(120,807	)
Total net deferred tax assets		52,686			20,303
Deferred tax liabilities
Depreciation		(2,741	)		(2,674	)
Convertible Notes		(12,792	)		(17,629	)
Total deferred tax liabilities		(15,533	)		(20,303	)
Net deferred tax assets	$	37,153		$	—
Recorded as:
Net current deferred tax assets	$	21,987		$	5,541
Net non-current deferred tax assets		15,176			—
Net non-current deferred tax liabilities (included in “Other non-current liabilities”)		(10	)		(5,541	)
Net deferred tax assets	$	37,153		$	—

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As of December 31, 2014, the Company had Federal net operating loss carryforwards for tax return purposes of approximately $160.6 million, which will expire in 2032 and 2033, if not utilized. Also, as of December 31, 2014, the Company had state net operating loss carryforwards for tax return purposes of approximately $240.4 million, which will expire at various dates between the years 2019 and 2033, if not utilized.

The Company has Federal research and development credit and Orphan Drug credit carryforwards of approximately $29.0 million and alternative minimum tax credits of approximately $4.0 million as of December 31, 2014. The Federal research tax credit carryforwards expire between the years 2024 through 2034, if not utilized. The alternative minimum tax credits do not expire. In addition, the Company has California research and development credit carryforwards of approximately $13.8 million as of December 31, 2014. The California research credits do not expire. On December 19, 2014 the Tax Increase Prevention Act of 2014 was signed, renewing the Federal research and development tax credit retroactive to January 1, 2014. ASC 740-10-45-15, “Income Taxes,” requires that the effects of a change in tax laws or rates be recognized in the period that includes the enactment date; consequently, the Company recognized the benefit of the Federal research and development credit during the year ended December 31, 2014.

Federal and state tax laws impose substantial restrictions on the utilization of net operating loss and credit carryforwards in the event of an “ownership change” for tax purposes, as defined in IRC Section 382. The Company completed Section 382 studies through December 31, 2013, and concluded that ownership changes occurred in 2004, 2007 and 2010. The ownership changes did not result in a reduction of its net operating loss or in its research and development credits expiring unused. If additional ownership changes occur, the utilization of net operating loss and credit carryforwards could be significantly reduced.

The valuation allowance decreased by $104.8 million in 2014, increased by $22.1 million in 2013 and decreased by $8.0 million in 2012.

The Company records a valuation allowance to reduce deferred tax assets to reflect the net amount that is more likely than not to be realized. Based upon the weight of available evidence at December 31, 2014, the Company determined that it was more likely than not that a portion of its deferred tax assets would be realizable and consequently released the valuation allowance against Federal and certain state net deferred tax assets and recorded a discrete tax benefit of $33.4 million during the fourth quarter of 2014. The decision to reverse a portion of the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to the historical operating results, income or loss in recent periods, cumulative income in recent years, forecasted earnings, forecasted future taxable income, and significant risk and uncertainty related to forecasts. The release of the valuation allowance resulted in the recognition of certain deferred net tax assets and a decrease to income tax expense.

The following table summarizes activity related to the Company’s gross unrecognized tax positions:

	December 31,
	2014			2013			2012
Balance as of beginning of year	$	5,955		$	4,602		$	3,936
Additions based on tax positions related to the current year		6,439			702			400
Additions based on tax position related to prior year		—			660			270
Decreases based on tax positions related to prior year		(27	)		(9	)		(4	)
Balance as of end of year	$	12,367		$	5,955		$	4,602

Approximately $6.7 million of the total gross unrecognized tax benefits at December 31, 2014, if recognized, would affect the effective tax rate. The Company does not anticipate a material change in unrecognized tax benefits during the next twelve months.

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Interest and/or penalties related to income tax matters are recognized as a component of income tax expense as incurred. The interest expense related to uncertain tax positions in the income tax expense line of the Company’s consolidated statements of operations was not significant during 2014, 2013, and 2012. Interest related to income tax matters accrued as of December 31, 2014 and 2013 was not significant.

As a result of the Company’s net operating loss and tax credit carryforwards, all of its tax years are subject to Federal and state examination. The Company’s Federal income tax returns were audited by the Internal Revenue Service for tax years 2008 and 2012 and resulted in no material adjustments. The Company’s 2009 and 2010 California income tax returns are currently under audit by the California tax authorities. The Company believes that it has adequately provided for any reasonable foreseeable outcomes related to its Federal and California income tax returns.

The future effective tax rate is subject to volatility and may be materially impacted by various internal and external factors. These factors may include, but are not limited to, the amount of income tax benefits and charges from: interpretations of existing tax laws; changes in tax laws and rates; future levels of research and development expenditures; changes in the mix of earnings in countries with differing statutory tax rates in which the Company may conduct business; changes in the valuation of deferred tax assets and liabilities; state income taxes; the tax impact of stock-based compensation; accounting for uncertain tax positions; closure of statute of limitations or settlement of tax audits; changes in estimates of prior years’ items; tax costs for acquisition-related items; changes in accounting standards; and overall levels of income before taxes.

NOTE 13. FAIR VALUE MEASUREMENTS

The Company follows ASC 820-10, “Fair Value Measurements and Disclosures,” which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

• Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

• Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Unobservable inputs are used when little or no market data are available. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

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Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

			Fair value measurements using:
	Fair Value		Level 1		Level 2		Level 3
December 31, 2014:
Cash equivalents:
Money market funds	$	189,031	$	189,031		—		—
Current liabilities:
Contingent consideration	$	10,000		—		—	$	10,000
Long-term liabilities:
Contingent consideration	$	96,000		—		—	$	96,000
December 31, 2013:
Cash equivalents:
Money market funds	$	189,092	$	189,092		—		—

The fair value of contingent consideration related to an acquisition was estimated utilizing a model with key assumptions that included estimated revenues or completion of certain development and sales milestone targets during the earn-out period, volatility, and estimated discount rates corresponding to the periods of expected payments. The estimated fair value of the contingent consideration liability is remeasured at each reporting period based upon increases or decreases in the probability of the contingent payments, as well as the discount rate. Changes in the estimated fair value of contingent consideration are reflected as non-cash adjustments to operating expenses in the consolidated statements of operations. Additional information regarding the acquisition is included in Note 4, “Business Acquisition.”

The following table presents the total balance of the Company’s other financial instruments that are not measured at fair value on a recurring basis.

			Fair value measurements using:
	Total Balance		Level 1		Level 2		Level 3
December 31, 2014:
Assets:
Bank deposits (included in “Cash and cash equivalents”)	$	313,646	$	313,646		—		—
Liabilities:
Convertible Notes	$	359,219		—	$	359,219		—
December 31, 2013:
Assets:
Bank deposits (included in “Cash and cash equivalents”)	$	39,696	$	39,696		—		—
Liabilities:
Convertible Notes	$	277,145		—	$	277,145		—

Due to their short-term maturities, the Company believes that the fair value of its bank deposits, receivable from collaboration partner, accounts payable, and accrued expenses and other current liabilities approximate their carrying value.

The estimated fair value of the Company’s Convertible Notes, including the equity component, was $496.8 million and $383.3 million at December 31, 2014 and 2013, respectively, and was determined using recent trading prices of the Convertible Notes. The fair value of the Convertible Notes included in the table above represents only the liability component of the Convertible Notes, because the equity component is included in stockholders’ equity on the consolidated balance sheets. For purposes of the table above, the fair value of the Convertible Notes was bifurcated between the debt and equity components in a ratio similar to the principal amounts of the Convertible Notes.

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NOTE 14. COMMITMENTS AND CONTINGENCIES

(a) Leases

The Company leases approximately 142,000 square feet of office space, including 127,000 square feet of office space at its corporate headquarters, pursuant to operating lease agreements expiring at various dates through December 2019. The Company has the option to extend the lease term of its corporate headquarters for an additional five years.

Future operating lease obligations as of December 31, 2014, are as follows:

Years Ending December 31,	Operating Leases
2015	$	8,008
2016		8,170
2017		8,334
2018		8,499
2019		4,431
2020 and thereafter		—
Total	$	37,442

The Company is considered the “accounting owner” for a build-to-suit property and has recorded a build-to-suit lease obligation on its December 31, 2014 consolidated balance sheet. Additional information regarding the build-to-suit lease obligation is included in Note 7, “Build-To-Suit Lease Obligation.”

Expected future lease payments under the build-to-suit lease as of December 31, 2014 are as follows:

Years Ending December 31,	Expected Cash Payments Under Build- To-Suit Lease Obligation
2015	$	2,435
2016		2,538
2017		2,614
2018		2,692
2019		2,773
2020 and thereafter		14,162
Total minimum lease payments	$	27,214

Rent expense for the years ended December 31, 2014, 2013, and 2012 was $8.1 million, $5.2 million, and $4.6 million, respectively. In addition to the amounts included in the tables above, certain lease agreements also require the Company to make additional payments during the lease term for taxes, insurance, and other operating expenses.

(b) Restricted Cash

The Company had outstanding letters of credit collateralized by restricted cash totaling $11.8 million and $9.9 million at December 31, 2014 and 2013, respectively, to secure various operating leases. At December 31, 2014, $0.2 million and $11.6 million of restricted cash associated with these letters of credit were classified as current and long-term assets, respectively, on the consolidated balance sheets. At December 31, 2013, $9.9 million of restricted cash associated with these letters of credit was classified as long-term assets on the consolidated balance sheets.

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(c) License Agreement with UCLA

Under an August 2005 license agreement with UCLA, the Company’s subsidiary Medivation Prostate Therapeutics, Inc. holds an exclusive worldwide license under several UCLA patents and patent applications covering XTANDI and related compounds. Under the Astellas Collaboration Agreement, the Company granted Astellas a sublicense under the patent rights licensed to it by UCLA.

The Company is required to pay UCLA (a) an annual maintenance fee, (b) $2.8 million in aggregate milestone payments upon achievement of certain development and regulatory milestone events with respect to XTANDI (all of which has been paid as of December 31, 2014), (c) ten percent of all Sublicensing Income, as defined in the agreement, which the Company earns under the Astellas Collaboration Agreement, and (d) a four percent royalty on global net sales of XTANDI, as defined. Under the terms of the Astellas Collaboration Agreement, the Company shares this royalty obligation equally with Astellas with respect to sales in the United States, and Astellas is responsible for this entire royalty obligation with respect to sales outside of the United States. The Company is currently involved in litigation with UCLA, which are discussed in the section titled “Litigation” below.

UCLA may terminate the agreement if the Company does not meet a general obligation to diligently proceed with the development, manufacturing and sale of licensed products, or if it commits any other uncured material breach of the agreement. The Company may terminate the agreement at any time upon advance written notice to UCLA. If neither party terminates the agreement early, the agreement will continue in force until the expiration of the last-to-expire patent on a country-by-country basis.

(d) Clinical Manufacturing Agreements

Manufacturing Services and Supply Agreement with CureTech Ltd.

Contemporaneous with the execution of the License Agreement with CureTech described in Note 4, “Business Acquisition,” the Company entered into a Manufacturing Services and Supply Agreement, or MSA, with CureTech pursuant to which CureTech will provide clinical trial supply of pidilizumab over a three year period. In accordance with the terms of the MSA, the Company paid CureTech an upfront fee of $3.0 million during the fourth quarter of 2014, which has been recorded in R&D expense in the consolidated statement of operations for the year ended December 31, 2014. The Company is required to pay CureTech a one-time milestone payment of $5.0 million upon the completion of the Manufacturing Technology Transfer, as defined. In accordance with the terms of the MSA, the Company is also responsible for providing Manufacturing Funding totaling up to $19.3 million for clinical trial materials of pidilizumab over the three-year term of the MSA. The Manufacturing Funding is contingent upon the successful achievement of the requirements set forth in the Manufacturing Plan, and any such amounts may be reduced or eliminated by the Company under the terms of the MSA.

The MSA shall commence on the Effective Date and, shall continue in force and effect until the earlier of (i) the termination of the License Agreement by the Company, or (ii) unless earlier terminated in accordance with the MSA, the third anniversary of the Effective Date. The MSA may be renewed by mutual agreement of the Parties for additional terms of one (1) year or such other time periods as the Parties may agree, upon at least six (6) months notice of such renewal. If CureTech fails to deliver minimum quantities of clinical product supply of the Licensed Molecule, the Company may terminate by written notice to CureTech any or all current and future manufacturing and supply obligations.

The Company considered the guidance in ASC 805-10-55-18, “Business Combinations—Determining What is Part of the Business Combination Transaction,” and concluded that the $5.0 million milestone payment to CureTech upon completion of the Manufacturing Technology Transfer is contingent consideration under the acquisition model and therefore is included in determining the acquisition date fair value of the consideration transferred to CureTech under the License Agreement described in Note 4, “Business Acquisition.”

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Development and Manufacturing Services Agreement

During the fourth quarter of 2014, the Company entered into a Development and Manufacturing Services Agreement with a third party clinical manufacturing organization. The term of the agreement is for the longer of (i) a period of five (5) years or (ii) through the completion of the Services, as defined. Under the current statement of work under this agreement, the Company intends to transfer the current manufacturing process of pidilizumab from CureTech to this third party, further scale up and production of Phase 3 clinical trial material of pidilizumab from this entity’s manufacturing facility. The estimated total consideration under the current statement of work is approximately $14.8 million and is currently estimated to be completed in approximately 18 months. The Company will record payments pursuant to this statement of work as R&D expense in the consolidated statements of operations in the period in which the services have been performed.

(e) Research and License Agreement

In March 2014, the Company entered into a Research and License Agreement with a third party. Under the terms of the agreement, the Company paid a $12.0 million license and research agreement fee which is recorded in R&D expense in the consolidated statement of operations for the year ended December 31, 2014. The Company could also be required to pay potential future development and sales milestone payments, subject to the achievement of defined clinical and commercial events, and royalties based on sales. Such future milestone and royalty payments are contingent upon future events that may or may not materialize.

(f) Litigation

The Company is party to legal proceedings, investigations, and claims in the ordinary course of its business, including the matters described below. The Company records accruals for outstanding legal matters when it believes that it is both probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in significant legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for matters for which the likelihood of material loss is at least reasonably possible, the Company provides disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, the Company will provide disclosure to that effect. Gain contingencies, if any, are recorded as a reduction of expense when they are realized.

In May 2011, the Company filed a lawsuit in San Francisco Superior Court against the Regents of the University of California, or the Regents, and one of its professors, alleging breach of contract and fraud claims, among others. The Company’s allegations in this lawsuit include that it has exclusive commercial rights to an investigational drug known as ARN-509, which is currently being developed by Aragon Pharmaceuticals, or Aragon. In August 2013, Johnson & Johnson and Aragon completed a transaction in which Johnson & Johnson acquired all ARN-509 assets owned by Aragon. ARN-509 is an investigational drug currently in development to treat the non-metastatic CRPC population. ARN-509 is a close structural analog of XTANDI, was developed contemporaneously with XTANDI in the same academic laboratories in which XTANDI was developed, and was purportedly licensed by the Regents to Aragon, a company co-founded by the heads of the academic laboratories in which XTANDI was developed. On February 9, 2012, the Company filed a Second Amended Complaint, adding as additional defendants a former Regents professor and Aragon. The Company seeks remedies including a declaration that it is the proper licensee of ARN-509, contractual remedies conferring to it exclusive patent license rights regarding ARN-509, and other equitable and monetary relief. On August 7, 2012, the Regents filed a cross-complaint against the Company seeking declaratory relief which, if granted, would require the Company to share with the Regents ten percent of any sales milestone payments it may receive under the Astellas Collaboration Agreement because such milestones constitute Sublicensing Income under the license agreement

122

with UCLA. Under the Astellas Collaboration Agreement, the Company is eligible to receive up to $320.0 million in sales milestone payments. As of December 31, 2014, the Company has earned $75.0 million in sales milestones under the Astellas Collaboration Agreement, of which $50.0 million was earned in 2014 and $25.0 million was earned in 2013. The Company recorded expense of $5.0 million and $2.5 million during 2014, and 2013, respectively, within SG&A, representing 10% of the sales milestone amounts earned from Astellas. On September 18, 2012, the trial court approved a settlement agreement dismissing the former Regents professor who was added to the case on February 9, 2012. On December 20, 2012, and January 25, 2013, the Court granted summary judgment motions filed by defendants Regents and Aragon, resulting in dismissal of all claims against Regents and Aragon, but denied such motions filed by the remaining Regents professor. On April 15, 2013, the Company filed a Notice of Appeal seeking appeal of the judgment in favor of Aragon, which is now wholly-owned by Johnson & Johnson, and the briefing of that matter has been concluded. The bench trial of the Regent’s cross-complaint against the Company was conducted in July 2013, and on January 15, 2014, the Court entered a judgment in the cross-complaint in favor of Regents, which the Company appealed on February 13, 2014 along with the December 2012 summary judgment order in favor of Regents. The jury trial of the Company’s breach of contract and fraud claims against the remaining Regents professor was conducted in October and November 2013. On November 15, 2013, the jury rendered a verdict in the case, finding in favor of Medivation on the breach of contract claim, and in favor of the Regents professor on the fraud claims. On November 22, 2013, the Court entered judgment for the prevailing party Medivation on the contract claim, and entering judgment in favor of the Regents professor on the fraud claims. The Company’s notice of appeal of the judgment on the fraud claims was filed on February 13, 2014. On October 17, 2014, the briefing in Medivation’s appeal of the summary judgment order and cross-complaint order in favor of Regents, as well as its appeal of the judgment on the fraud claims against the Regents professor commenced. On October 24, 2014, the court of appeals issued an order consolidating all of these appeals for hearing and consideration purposes, so the appeals will be heard and considered together once the briefing is completed.

On April 11, 2014, UCLA filed a complaint against the Company in which UCLA alleges that Medivation and MPT have failed to pay UCLA ten percent of “Operating Profits” Medivation has received (and will continue to receive) from Astellas, as a result of the Astellas Collaboration Agreement, and that Medivation has breached its fiduciary duties to UCLA, as minority shareholder of MPT. On July 16, 2014, UCLA dismissed without prejudice its claim that Medivation breached its fiduciary duties to UCLA, as a minority shareholder of MPT. The Company denies UCLA’s allegations and intends to vigorously defend the litigation.

While the Company believes it has meritorious positions with respect to the claims asserted against it and intends to advance its positions in these lawsuits vigorously, including on appeal, the process of resolving matters through litigation or other means is inherently uncertain, and it is not possible to predict the ultimate resolution of any such proceeding. The actual costs of defending the Company’s position may be significant, and the Company may not prevail.

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NOTE 15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table presents the unaudited quarterly results of operations of the Company for the years ended December 31, 2014 and 2013, respectively. The unaudited financial information is prepared on the same basis as the audited consolidated financial statements. The Company’s operating results for any quarter are not necessarily indicative of results for any future quarters or for a full year.

	Quarters Ended
	March 31,			June 30,			September 30,			December 31,
2014:
Collaboration revenue	$	87,189		$	148,090		$	200,478		$	274,730
Operating expenses	$	(95,654	)	$	(93,139	)	$	(108,595	)	$	(131,253	)
Income (loss) from operations	$	(8,465	)	$	54,951		$	91,883		$	143,477
Net income (loss)	$	(13,665	)	$	47,919		$	77,993		$	164,205
Basic net income (loss) per common share	$	(0.18	)	$	0.63		$	1.01		$	2.11
Diluted net income (loss) per common share	$	(0.18	)	$	0.60		$	0.96		$	1.96
Weighted-average common shares used in the calculation of basic net income (loss) per common share		76,245			76,577			77,056			77,822
Weighted-average common shares used in the calculation of diluted net income (loss) per common share		76,245			80,491			81,223			85,756
2013:
Collaboration revenue	$	46,154		$	70,149		$	60,027		$	96,612
Operating expenses	$	(68,476	)	$	(70,095	)	$	(68,025	)	$	(88,587	)
Income (loss) from operations	$	(22,322	)	$	54		$	(7,998	)	$	8,025
Net income (loss)	$	(27,170	)	$	(4,898	)	$	(13,313	)	$	2,768
Basic net income (loss) per common share	$	(0.36	)	$	(0.07	)	$	(0.18	)	$	0.04
Diluted net income (loss) per common share	$	(0.36	)	$	(0.07	)	$	(0.18	)	$	0.03
Weighted-average common shares used in the calculation of basic net income (loss) per common share		74,824			75,013			75,255			75,560
Weighted-average common shares used in the calculation of diluted net income (loss) per common share		74,824			75,013			75,255			79,912

Net income (loss) per common share amounts for the 2014 and 2013 quarters and full years have been computed separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the weighted average shares outstanding during each quarter due to the effect of potentially dilutive securities only in the periods in which such effect would be dilutive.

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Exhibit Index

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit			Filing Date	Filed Herewith
3.1	Restated Certificate of Incorporation.	8-K	001-32836		3.4		10/17/2013
3.2	Certificate of Amendment to Amended and Restated Certificate of Designation of Series C Junior Participating Preferred Stock of Medivation, Inc.	8-K	001-32836		3.1		2/13/2015
3.3	Amended and Restated Bylaws of Medivation, Inc.	8-K	001-32836		3.2		2/13/2015
4.1	Common Stock Certificate.	10-Q	001-32836		4.1		5/9/2012
4.2	Rights Agreement, dated as of December 4, 2006, between Medivation, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designations of the Series C Junior Participating Preferred Stock of Medivation, Inc. as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.	8-K	001-32836		4.1		12/4/2006
4.3	Indenture, dated March 19, 2012, between Medivation, Inc. and Wells Fargo Bank, National Association, as Trustee.	8-K	001-32836		4.1		3/19/2012
4.4	First Supplemental Indenture, dated March 19, 2012, between Medivation, Inc. and Wells Fargo Bank, National Association, as Trustee (including the form of 2.625% convertible senior note due 2017).	8-K	001-32836		4.2		3/19/2012
10.1*	Amended and Restated 2004 Equity Incentive Award Plan.	8-K	001-32836		10.1		7/1/2014
10.2*	Form of Stock Option Agreement under the 2004 Equity Incentive Award Plan (for use from July 1, 2004 through October 6, 2013).	10-KSB	000-20837		10.7	(b)	2/11/2005
10.3*	Form of Stock Option Agreement for Early Exercisable Options under the Amended and Restated 2004 Equity Incentive Award Plan.	10-KSB	000-20837		10.7	(c)	2/11/2005
10.4**	The Exclusive License Agreement, by and among Medivation, Inc., the Regents of the University of California, and Medivation Prostate Therapeutics, Inc., dated as of August 12, 2005.	10-Q	001-32836		10.1		11/12/2013

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Filed Herewith
10.5	First Amendment to Exclusive License Agreement by and among Medivation, Inc., the Regents of the University of California, and Medivation Prostate Therapeutics, Inc., dated as of November 4, 2005.						X
10.6	Second Amendment to Exclusive License Agreement by and among Medivation, Inc., the Regents of the University of California, and Medivation Prostate Therapeutics, Inc., dated as of May 8, 2006.						X
10.7	Third Amendment to Exclusive License Agreement by and among Medivation, Inc., the Regents of the University of California, and Medivation Prostate Therapeutics, Inc., dated as of June 12, 2006.						X
10.8	Fourth Amendment to Exclusive License Agreement by and among Medivation, Inc., the Regents of the University of California, and Medivation Prostate Therapeutics, Inc., dated as of July 17, 2007.						X
10.9	Fifth Amendment to Exclusive License Agreement by and among Medivation, Inc., the Regents of the University of California, and Medivation Prostate Therapeutics, Inc., dated as of October 21, 2009.						X
10.10*	Change of Control Severance Benefits Agreement, dated as of February 2, 2009, between Medivation, Inc. and David Hung, M.D.	10-K	001-32836		10.11	3/16/2009
10.11*	Form of Medivation, Inc. Change of Control Severance Benefits Agreement.	10-K	001-32836		10.13	3/16/2009
10.12**	Collaboration Agreement, dated as of October 26, 2009, by and between Medivation, Inc. and Astellas US LLC.	10-K/A	001-32836		10.15	3/24/2014
10.13**	Amendment No. 1 to Collaboration Agreement, dated January 1, 2010, by and among Medivation, Inc., Astellas Pharma Inc. and Astellas US LLC.	10-Q	001-32836		10.1	8/9/2011
10.14**	Amendment No. 2 to Collaboration Agreement, dated May 13, 2011, by and among Medivation, Inc., Astellas Pharma Inc. and Astellas US LLC.	10-Q/A	001-32836		10.2	3/24/2014

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Filed Herewith
10.15	Amendment No. 3 to Collaboration Agreement, dated April 1, 2013, by and among Medivation, Inc., Astellas Pharma Inc., and Astellas US LLC.						X
10.16	Amendment No. 4 to Collaboration Agreement, dated October 29, 2013, by and among Medivation, Inc., Astellas Pharma Inc., and Astellas US LLC.						X
10.17	Amendment No. 5 to Collaboration Agreement, dated May 6, 2014, by and among Medivation, Inc., Astellas Pharma Inc., and Astellas US LLC.						X
10.18*	Compensation Information for Non-Employee Directors.	8-K	001-32836		10.1	4/29/2013
10.19**	Exclusive License Agreement, dated as of August 12, 2005, as amended through October 21, 2009, by and between Medivation, Inc. and The Regents of the University of California.	10-Q/A	001-32836		10.18	8/20/2010
10.20*	2013 Bonuses and 2014 Base Salaries for Certain Executive Officers.	8-K	001-32836		10.1	2/10/2014
10.21*	2014 Target Bonuses for Certain Executive Officers.	8-K	001-32836		10.2	2/10/2014
10.22*	2014 Bonuses, 2015 Base Salaries, and Equity Awards for Certain Executive Officers.	8-K	001-32836		Item 5.02	2/13/2015
10.23*	Form of Restricted Stock Unit Grant Notice and Agreement under the 2004 Amended and Restated Equity Incentive Award Plan (for use from December 10, 2010 through October 6, 2013).	10-K	001-32836		10.22	3/16/2011
10.24*	Form of Indemnification Agreement for directors and officers.	10-K	001-32836		10.25	2/29/2012
10.25*	Transition and Separation Agreement, dated March 13, 2014, by and between Medivation, Inc. and Stephen Kelsey.	10-Q	001-32836		10.4	5/8/2014
10.26*	Offer Letter, dated February 28, 2014, by and between Medivation, Inc. and Rick Bierly, as amended March 3, 2014.	10-Q	001-32836		10.3	5/8/2014
10.27*	Offer Letter, dated November 10, 2014 by and between Medivation Field Solutions, Inc. and Joseph Lobacki.						X
10.28*	Consulting Agreement, dated July 14, 2014, by and between Medivation, Inc. and Dawn Svoronos.	10-Q	001-32836		10.2	11/6/2014

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Filed Herewith
10.29*	Amendment to Consulting Agreement, dated October 14, 2014, by and between Medivation, Inc., and Dawn Svoronos.						X
10.30*	Cheryl Cohen Separation Agreement.	10-Q	001-32836		10.1	11/6/2014
10.31	Office Lease, dated as of December 28, 2011, by and between Knickerbocker Properties, Inc. XXXIII and Medivation, Inc.	10-K	001-32836		10.27	2/29/2012
10.32	First Amendment to Office Lease, dated as of December 28, 2011, by and between Knickerbocker Properties, Inc. XXXIII and Medivation, Inc.						X
10.33	Second Amendment to Lease, dated as of July 6, 2012, by and between Knickerbocker Properties, Inc. XXXIII and Medivation, Inc.	10-Q	001-32836		10.2	11/9/2012
10.34	Third Amendment to Lease, dated as of September 27, 2012, by and between Knickerbocker Properties, Inc. XXXIII and Medivation, Inc.	10-Q	001-32836		10.3	11/9/2012
10.35	Fourth Amendment to Lease, dated as of June 26, 2013, by and between Knickerbocker Properties, Inc. XXXIII and Medivation, Inc.	10-Q	001-32836		10.2	8/8/2013
10.36	Fifth Amendment to Lease, dated as of February 12, 2014, by and between Knickerbocker Properties, Inc. XXXIII and Medivation, Inc.	10-Q	001-32836		10.2	8/7/2014
10.37*	The Medivation, Inc. Employee Stock Purchase Plan.	8-K	001-32836		10.1	7/1/2013
10.38*	The Medivation, Inc. 2013 Cash Performance Incentive Plan.	8-K	001-32836		10.3	7/1/2013
10.39*	Form of Stock Option Grant Notice and Non-Qualified Stock Option Agreement under the Amended and Restated 2004 Equity Incentive Plan (for use after October 6, 2013).						X
10.40*	Form of Restricted Stock Unit Grant Notice and Agreement under the Amended and Restated 2004 Equity Incentive Plan (for use from October 7, 2013 through December 11, 2014).						X

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
10.41*	Form of Restricted Stock Unit Grant Notice and Agreement under the Amended and Restated 2004 Equity Incentive Plan (for use after December 11, 2014).					X
12.1	Computation of Ratio of Earnings to Fixed Charges.					X
21.1	Subsidiaries of Medivation, Inc.					X
23.1	Consent of Independent Registered Public Accounting Firm.					X
24.1	Power of Attorney (contained on signature page).					X
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a).					X
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a).					X
32.1†	Certifications of Chief Executive Officer and Chief Financial Officer.					X
101.INS	XBRL Instance Document.					X
101.SCH	XBRL Taxonomy Extension Schema Document.					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.					X
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.					X

* Indicates management contract or compensatory plan or arrangement.

** Confidential treatment has been granted with respect to certain portions of this exhibit.

† The certifications attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Medivation, Inc., under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

EX-10.5

Exhibit 10.5

FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT UC Agreement Control No. 2006-04-0085

This First Amendment to Exclusive License Agreement (this “Amendment”), dated as of November 4, 2005, 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”)

WHEREAS, The Regents, Medivation and MPT are parties to an Exclusive License Agreement, dated as of August 12, 2005 (the “Exclusive License Agreement”);

WHEREAS, The Regents, Medivation and MPT wish to strengthen the patent protection of certain members of the family of compounds covered in UC Case Nos 2004-129 and 2005- 438 by the filing of a patent application to cover additional selected diaiylthiohydantoin compounds, which are disclosed in UC Case No, 2006-260 entitled “Selected Diarylthiohydantoin Compounds,” by Samedy Ouk, Michael E lung, Derek Welsbie and Charlie D Chen, employees of The Regents, and Charles I Sawyers, an employee of HHMI and a member of the faculty of the University of California, Los Angeles;

WHEREAS, Medivation as the parent corporation of MPT will benefit directly from the agreements made herein;

WHEREAS, the parties mutually intend to enter into this First Amendment to amend the terms of the Exclusive license Agreement, as specified below.

THEREFORE, the patties hereby agree as follows:

1 Paragraph 1,1 (“Regents’ Patent Rights”) is deleted and replaced with the following,

which is amended to include “UC Case No. 2006-260” in the parenthetical at the end of

the paragraph:

11 “Regents’ Patent Rights” means The Regents interest in the claims of the United States patents and patent applications, corresponding foreign patents and patent applications (requested under Paragraph 7,3 herein), and any reissues, extensions, substitutions, continuations, divisions, and continuation-in-part applications (but only those claims in the continuation-in-part applications that are entirely supported in the specification and entitled to the priority date of the parent application) based on the patent applications listed in Appendix A (UC Case Nos 2004-129, 2005-438 and 2006-260).

2 Appendix A (Regents’ Patent Rights) is deleted and replaced with the Appendix A

attached to this First Amendment, which is amended to include the patent application to be filed under UC Case No 2006-260.

3, Paragraph 2 1 is deleted and replaced with the following, which is amended to delete

“Licensee” and replace it with “MPT .” The effect of this Amendment is that MPT is the sole recipient of the license granted pursuant to Paragraph 2 1 Notwithstanding this amendment, it is expressly understood that all other references to “Licensee” in the Exclusive License Agreement, including without limitation in Article 18 thereof (Indemnification), shall refer to Medivation and MPT collectively,

2 1 Subject to the limitations set forth in this Agreement, including the licenses granted to the United States Government and those reserved by HHMI set forth in the recitals and in Paragraph 2 2 and the rights reserved by The Regents in Paragraph 2.3, The Regents hereby grants to MPT an exclusive license (the “License”) under Regents’ Patent Rights, in jurisdictions where Regents’ Patent Rights exist, to make, have made, use, sell, offer for sale and import Licensed Products and to practice Licensed Methods in the Field of Use to the extent permitted by law,

4 Except for the amendments specifically referenced above, all other terms of the Exclusive

License Agreement shall remain unchanged and in full force and effect,

The Regents, Medivation and MPT have executed this Amendment in duplicate originals by their

authorized officers on the dates written below:

MEDIVATION, INC

Bv /s/ C. Patrick Machado

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

By: /s/ Claire T. Wake, Ph.D.

Name C, Patrick Machado

Name Claire T Wake, Ph D

T itle Senior Vice President and CFO

Title Assistant Director, licensing

Date 4 Nov, 05 Date November 4, 2005 MEDIVATION PROSTATE THERAPEUTICS, INC. f By /s/ C. Patrick Machado Name C, Patrick Machado T itle Senior Vice President and CFO

Date 4 Nov. 05

APPENDIX A (First Amendment)

REGENTS* PATENT RIGHTS

lIC Case No. 2004-129

PCT Patent Application No,, US05/05529 “Methods and Materials for Assessing Prostate Cancer Iherapies and Compounds,” filed February 23, 2005, based on US Provisional Patent Application No, 60/547,101 filed February 24, 2004, The inventors are Michael E Jung, Samedy Ouk, Charlie D, Chen and Derek Welsbie, employees of The Regents, and Charles I Sawyer s, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents

UC Case No. 2005-438

US Provisional Patent Application No, 60/680,835 “Novel Androgen Receptor Inhibitors with Minimal Agonistic Activities,” fried May 11, 2005 The inventors are Michael E. Jung, Samedy Ouk, Charlie D Chen and Derek Welsbie, employees of The Regents, and Charles L Sawyer s, an employee of the Howar d Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents This application, together with the patent application pertaining to UC Case No 2004-129, cover the compounds identified as RD1 through RD138, inclusive, on Exhibit A attached her eto ,

UC Case No. 2006-260

US Provisional Patent Application to be filed on “Selected Diarylthiohydantoin Compounds” based on UC Case No 2006-260 The inventors are Michael E. Jung, Samedy Ouk, Charlie D, Chen and Derek Welsbie, employees of The Regents, and Charles L Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents This application will cover only the following diaiylthiohydantoin compounds developed in the labor atory of Michael E Jung, the structures of which are set forth on Exhibit A attached hereto:

? RD139 through RD142

? RD145 through RD163

? RD168

EXHIBIT A To Appendix A

[begins on Page 5]

2

1

RD2

RD3

RD4

RD5

RD6

RD7

RD8

RD9

RD10

RD11

RD12

RD13

RD14

RD15

RD16

RD17

RD18

RD19

RD20

RD20

RD22

RD23

RD24

RD25

RD18

RD#

RD26

RD1

RD8

RD28

RD28

RD29

RD30

RD31

RD32

RD33

RD34

RD35

RD37

RD38

RD39

RD40

RD41

RD42

RD43

RD44

RD27

RD35

RD35

RD45

RD46

RD47

RD48

RD49

RD50

RD51

RD52

RD53

RD54

RD55

RD57

RD58

RD59

RD60

RD61

RD62

RD63

RD64

RD65

RD66

RD67

RD45

RD53

RD52

RD60

RD36

RD44

RD68

RD69

RD70

RD71

RD72

RD73

RD74

RD75

RD#

O

RD61

O

RD67

RD67

RD78

RD79

RD80

RD81

RD82

RD83

RD84

RD85

RD86

RD87

RD88

RD89

RD90

RD91

RD78

RD78

RD84

RD84

RD68

RD75

RD92

RD93

RD94

RD95

RD85

RD85

RD#

RD91

RD96

RD97

RD98

RD99

RD100

RD101

RD102

RD103

RD104

RD105

RD106

RD107

RD108

RD109

RD96

RD96

RD101

RD101

RD92

RD110

RD111

RD112

RD113

RD114

RD115

RD116

RD#

RD#

RD109

RD109

RD117

RD118

RD119

RD120

RD121

RD122

RD123

RD110

RD110

RD#

RD#

RD124

RD125

RD126

RD127

RD128

RD129

RD130

RD131

RD132

RD133

RD134

RD135

RD136

RD137

RD138

RD139

RD#

RD#

RD132

RD132

RD117

RD123

RD140

RD141

RD142

RD145

RD146

RD92

RD92

RD147

RD148

RD149

RD150

RD151

RD152

RD153

RD154

RD92

RD92

RD155

RD156

RD157

RD158

RD159

RD160

RD161

RD162

RD147

RD147

RD154

RD#

RD163

RD164

RD#

RD#

26

26

RD155

RD162

EX-10.6

Exhibit 10.6

SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT UC Agreement Control No. 2006-04-0085

This Second Amendment to Exclusive License Agreement (“Second Amendment”), dated as of

, 2006, 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”)

WHEREAS, The Regents, Medivation and MPT are parties to an Exclusive License Agreement, dated as of August 12, 2005 (the “Exclusive License Agreement”);

WHEREAS, Medivation has been supporting research in Dr Michael E Jung’s laboratory at UCLA under a Sponsored Research Agreement with an Effective Date of August 12, 2005 (the “Sponsored Research Agreement”);

WHEREAS, an invention has been developed at UCLA in the performance of the Sponsored Research Agreement, which is disclosed in UC Case No 2006-537 entitled “New Jhiohydantoin Androgen Receptor Antagonists for Treatment of Prostate Cancer” by Michael E Tung and Dongwon Yoo, employees of The Regents, Charles L Sawyers, an employee of Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of the University of California, Los Angeles, and Chris Tran, an employee of HHMI;

WHERE AS, the Sponsored Research Agreement grants Medivation the first right to negotiate for a license to inventions made by The Regents in the performance of the Sponsored Research Agreement, and Medivation has exercised its right and wishes to obtain an exclusive license to the invention noted in the preceding WHEREAS clause;

WHEREAS, Medivation as the parent corporation of MPT will benefit directly from the agreements made her ein; and

WHEREAS, the parties mutually intend to enter into this Second Amendment to amend the terms of the Exclusive License Agreement, as specified below

THEREFORE, the parties hereby agree as follows:

1 Paragraph 1 1 (“Regents’ Patent Rights”) is deleted and replaced with the following, which is amended to include “UC Case No. 2006-537” in the parenthetical at the end of the paragraph:

1.1 “Regents’ Patent Rights” means The Regents interest in the claims of the United States patents and patent applications, corresponding foreign patents and patent applications (requested under Paragraph 7 3 herein), and any reissues, extensions, substitutions, continuations, divisions, and continuation-in-part applications (but only those claims in the continuation-in-part applications that are entirely supported in the specification and entitled to the priority date of the parent application) based

U.C. AGREEMENT CONTROL NUMBER

2006 04-0085 REVC

on the patent applications listed in Appendix A (UC Case Nos. 2004-129, 2005-438, 2006-260 and 2006-537)

• Appendix A (Regents’ Patent Rights) is deleted and replaced with the Appendix A attached to this First Amendment, which is amended to include the patent application filed under UC Case No 2006-537

• In consideration for the addition of UC Case No 2006-537 to the Exclusive License Agreement, Medivation will pay to The Regents a fee of five hundred dollars ($500) within thirty (30) days of the Effective Date of this Second Amendment,

• Except for the amendments specifically referenced above, all other terms of the Exclusive License Agreement shall remain unchanged and in full force and effect

The Regents, Medivation and MPT have executed this Amendment in duplicate originals by their

authorized officers on the dates written below:

MEDIVATION, INC,.	THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
/s/ C. Patrick Machado	By	/s/ Claire T. Wake, Ph.D.
Name C Patrick Machado	Name	Claire T Wake, Ph D
Title Senior Vice President and CFO	Title	Assistant Director, Licensing
Date 8 MAY 06	Date
MEDIVATION PROSTATE THERAPEUTICS,	INC.
/s/ C. Patrick Machado
Name C Patrick Machado
Title Senior Vice President and CFO
Date CU

APPENDIX A (Second Amendment)

REGENTS’ PATENT RIGHTS

UC Case No. 2004-129

PCT Patent Application No, US05/05529 “Methods and Materials for Assessing Prostate Cancer Therapies and Compounds filed February 23, 2005, based on US Provisional Patent Application No,, 60/547,101 filed Februaiy 24, 2004 The inventors are Michael E Jung, Samedy Ouk, Charlie D Chen and Derek Welsbie, employees of The Regents, and Charles L Sawyer s, an employee of the Howar d Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents ,

UC Case No. 2005-438

US Provisional Patent Application No. 60/680,8.35 “Novel Androgen Receptor Inhibitors with Minimal Agonistic Activities ,” filed May 13, 2005 The inventors are Michael E Jung, Samedy Ouk, Charlie D. Chen and Derek Welsbie, employees of The Regents, and Charles L Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents. This application, together with the patent application pertaining to UC Case No 2004-129, cover the compounds identified as RD1 through RD138, inclusive, on Exhibit A attached to the First Amendment

PCT Patent Application No. PCT/US06/11417 (also includes UC Case Nos. 2006-260 & 2006- 537) titled “Diarylthiohydantoin Compounds” was filed March 29, 2006 The inventors are Michael E . Jung, Samedy Ouk, Charlie D Chen, Der ek Welsbie and Dongwon Yoo, employees of The Regents, and Charles L Sawyers, an employee of Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of the University of California, Los Angeles, and John Wongvipat and Chris Tran, employees of HHMI

UC Case No. 2006-260

US Provisional Patent Application No. 60/750,351 filed December 15, 2005 and US Provisional

Patent Application No. 60/756,552 filed January 6, 2006, both titled “Selected

Diarylthiohydantoin Compounds,” filed January 6, 2006 (both were subsequently rolled into PCT Patent Application No PCT/US06/11417), The inventors are Michael E Jung, Samedy Ouk and Charlie D Chen, employees of The Regents, and Charles L, Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents, and John Wongvipat and Chris Tran, employees of HHMI This application will cover only the following diarylthiohydantoin compounds developed in the laboratory of Michael E Jung, the structures of which are set forth on Exhibit A attached hereto:

• RD139 through RD142

• RD145 through RD163

RD168

UC Case No. 2006-537

Body text;

Chris Tran, an employee of HHMI. This application coveis the following compounds: RD162’, RD1627’, RD169 and RD170 (analogues of earlier compounds RD162 and RD131)

EX-10.7

Exhibit 10.7

THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT UC Agreement Control No. 2006-04-0085

This Third Amendment to Exclusive License Agreement (“Thir d Amendment”), dated as of June 12, 2006, 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”).

BACKGROUND

A. The Regents, Medivation and MPT are parties to an Exclusive License Agreement, dated as of August 12, 2005 (the “Exclusive License Agreement”), as amended on November 4, 2005 and May 8, 2006,

B The Regents and MPT are parties to a Nonexclusive Bailment and License Agreement dated October 27, 2005 (the “Nonexclusive Bailment”) that grants to MPT limited rights in a certain Field of Use to patent rights generally characterized as “Methods and Materials for Assessing Prostate Cancer Therapies’’ (UCLA Case No. 2003-279), which was made in the cour se of research at the Univer sity of California, L os Angeles by Charles L Sawyers, Charlie D, Chen and Derek S Welsbie, employees of The Regents, MPT now wishes to obtain broader nonexclusive rights to these patent rights in the United States and exclusive rights to these patent rights in certain countries and regions outside the United States in a different field of use. The Regents is willing to grant such rights, This Third Amendment is not intended to change the scope of rights gr anted under the Nonexclusive Bailment ,

C Medivation as the par ent corpor ation of MPT will benefit dir ectly from the agr eements made herein

D The parties mutually intend to enter into this Third Amendment to amend the terms of the

Exclusive License Agreement, as specified below

THEREFORE, the parties hereby agree as follows:

1 Paragr aph 1,1 (“Regents’ Patent Rights”) is deleted and r eplaced with the following, which is

amended to include “UC Case No. 2003-279-2” in the parenthetical at the end of the paragraph:

1 1 “Regents’ Patent Rights” means The Regents’ inter est in the claims of the United States patents and patent applications, corresponding foreign patents and patent applications (requested under Paragraph 7 3 herein), and any reissues, extensions, substitutions, continuations, divisions, and continuation-in-part applications (but only those claims in the continuation-in-part applications that ar e entirely supported in the specification and entitled to the priority date of the par ent application) based on the patent applications listed in Appendix A (UC Case Nos 2003-279-2, 2004- 129, 2005-438, 2006-260 and 2006-537)

• Paragraph 2 1 is deleted and replaced with the following, which is amended to giant nonexclusive lights in the United States and exclusive rights outside the United States to the patent rights covered by UC Case No 2003-279-2:

2.1 Subject to the limitations set foith in this Agreement, including the licenses granted to the United States Government and those reserved by HHMI set forth in the recitals and in Paragraph 2,2 and the rights reserved by The Regents in Paragraph 2 ,3, The Regents hereby grants to MPT an exclusive license (the “License”) under Regents’ Patent Rights, in jurisdictions where Regents’ Patent Rights exist, to make, have made, use, sell, offer for sale and import Licensed Products and to practice Licensed Methods in the field of Use to the extent permitted by law; provided, however, that as to UC Case No, 2003-279-2 only, the License shall be exclusive only in Australia, Canada, the European Union, Japan and New Zealand, and shall be non-exclusive in the United States

• Appendix A (Regents’ Patent Rights) is deleted and r eplaced with the Appendix A attached

to this Third Amendment, which is amended to include the patent applications to be filed

under UC Case No 2003-279-2 in Australia, Canada, the European Union, Japan, New

Zealand and the United States

• In consideration for the addition of the patent rights of UC Case No 2003-279-2 to the

Exclusive License Agreement, Licensee will pay to The Regents a fee of two thousand five hundred dollars ($2,500) within thirty (30) days of the Effective Date of this Third

Amendment In addition, Licensee will pay a one-time milestone fee of twenty-five

thousand dollars ($25,000) upon issuance of the first patent under UC Case No 2003-279-2 in Australia, Canada, the European Union, Japan or New Zealand that would cover a Licensed Product.

• Article 7 (Patent Filing, Prosecution and Maintenance) is amended to include a new Paragraph 7,7:

7 7 Notwithstanding the foregoing provisions in this Article 7, Licensee is not obligated to reimburse costs incur red prior to and during the term of this Agreement in the pr epar ation, filing, pr osecution and maintenance of patent applications and patents pertaining to the United States patent rights of UC Case No 2003-279-2 within Regents’ Patent Rights Further, The Regents has no obligation to prosecute or maintain the United States patent rights of UC Case No 2003-279-2 within Regents’ Patent Rights . If The Regents elects to abandon the United States patent rights of UC Case No 2003-279-2 within Regents’ Patent Rights, then the consideration due to The Regents under this Agreement shall remain the same.

6 Except for the amendments specifically referenced above, all other terms of the Exclusive License Agreement shall remain unchanged and in full force and effect

AU/V

The Regents, Medivation and MPT have executed this Amendment in duplicate originals by their authorized officers on the dates written below:

/s/ Patrick Machado

/s/ Patrick Machado

/s/ Claire T. Wake, PH.D.

APPENDIX A (Third Amendment)

REGENTS1 PATENT RIGHTS

UC Case No. 2003-279-2

Australian Patent Application No., [TBD] to be filed Canadian Patent Application No [TBD] to be filed European Patent Application No [TBD] to be filed Japanese Patent Application No. [TBD] to be filed New Zealand Patent Application No,, [TBD] to be filed United States Patent Application No, [TBD] to be filed

All of the above based on PCT Patent Application No. US04/42221 “Method and Materials for Assessing Prostate Cancer Therapies,” filed December 16, 2004 and assigned to The Regents, The inventors are Charles L, Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents, and Charlie D Chen and Derek S Welsbie, employees of The Regents

UC Case No. 2004-129

PCT Patent Application No. US05/05529 “Methods and Materials for Assessing Prostate Cancer Therapies and Compounds,” filed February 23, 2005, based on US Provisional Patent Application No. 60/547,101 filed February 24, 2004 and assigned to The Regents,, The inventors are Michael E Jung, Samedy Ouk, Char lie D, Chen and Der ek Welsbie, employees of The Regents, and Char les L, Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents,,

UC Case No. 2005-438

US Provisional Patent Application No. 60/680,8.35 “Novel Androgen Receptor Inhibitors with Minimal Agonistic Activities” filed May 13, 2005 and assigned to The Regents, The inventors are Michael E. Jung, Samedy Ouk, Charlie D Chen and Derek Welsbie, employees of The Regents, and Charles L Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents This application, together with the patent application pertaining to UC Case No 2004-129, cover the compounds identified as RD1 through RD138, inclusive, on Exhibit A attached to the First Amendment.

PCT Patent Application No. PCT/US06/11417 (also includes UC Case Nos. 2006-260 & 2006- 537) titled “Diarylthiohydantoin Compounds” was filed March 29, 2006 and assigned to The Regents The inventors are Michael E Jung, Samedy Ouk, Charlie D. Chen, Derek Welsbie and Dongwon Yoo, employees of The Regents, and Charles L Sawyers, an employee of Howard

Hughes Medical Institute (“HHMI”) and a member of’ the faculty of the University of California, Los Angeles, and John Wongvipat and Chris Tran, employees of HHMI.

UC Case No. 2006-260

US Provisional Patent Application No. 60/750,351 filed December 15, 2005 and US Provisional Patent Application No. 60/756,552 filed January 6, 2006, both titled “Selected

Diarylthiohydantoin Compounds” filed January 6, 2006 (both were subsequently rolled into PCT Patent Application No. PCT/US06/11417), and both assigned to The Regents The inventors are Michael E Jung, Samedy Ouk and Charlie D Chen, employees of The Regents, and Charles L Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents, and John Wongvipat and Chris Tran, employees of HHMI

UC Case No. 2006-537

US Provisional Patent Application No. 60/786,837 “Diarylthiohydantoin Compounds” filed March 29, 2006 and assigned to The Regents, (This invention was also filed as part of PCT Patent Application No PCT/US06/11417, listed under UC Case No 2005-438 above), The inventors are Michael E„ Jung and Dongwon Yoo, employees of The Regents, and Charles L Sawyers, an employee of Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of the University of California, Los Angeles, and Chris Tr an, an employee of HHMI

EX-10.8

Exhibit 10.8

Four th 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. 2006-04-0085

FOURTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT UC Agreement Control No. 2006-04-0085

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”)

BACKGROUND

A The Regents, Medivation and MPT are parties to an Exclusive License Agreement, dated as

of August 12, 2005 (the “Exclusive License Agreement”), as amended on November 4, 2005, May 8, 2006 and June 12, 2007 ,

B Medivation has supported research in Dr. Michael E Tung’s laboratory at UCLA under a

Sponsor ed Resear ch Agreement with an Effective Date of August 12, 2005 (the “Sponsored Research Agreement”)

C An invention has been developed at UCLA in the performance of the Sponsored Research

Agreement, which is disclosed in UC Case No. 2007-139 entitled “Additional Thiohydantoin Androgen Receptor Antagonists for Prostate Cancer Treatment,” by Michael E, Jung and Dongwon Yoo, employees of The Regents, Charles L. Sawyers, an employee of Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of the University of California, Los Angeles at the time the invention was made, and Chris Tran, an employee of HHMI at the time the invention was made,

D, The Sponsored Research Agreement grants Medivation the first right to negotiate for a

license to inventions made by The Regents in the performance of the Sponsored Research Agreement, and Medivation has exercised its right and wishes to obtain an exclusive license to the invention noted in the preceding clause ,

E Medivation as the parent corporation of MPT will benefit directly from the agreements made

herein

F The parties mutually intend to enter into this Fourth Amendment to amend the terms of the

Exclusive License Agreement, as specified below

THEREFORE, the parties hereby agree as follows:

1 Paragraph 11 (“Regents’ Patent Rights”) is deleted and replaced with the following, which

is amended to include “UC Case No 2007-139” in the parenthetical at the end of the paragraph:

11 “Regents’ Patent Rights” means The Regents’ interest in the claims of the United States patents and patent applications, corresponding foreign patents and patent applications (requested under Paragraph 7.3 herein), and any reissues, extensions, substitutions, continuations, divisions, and continuation-in-part applications (but only those claims in the continuation-in-part applications that are entirely supported in the specification and entitled to the priority date of the parent application) based on the patent applications listed in Appendix A (UC Case Nos 2003-279-2, 2004- 129, 2005-438, 2006-260, 2006-537 and 2007-139)

• Appendix A (Regents’ Patent Rights) is deleted and replaced with the Appendix A attached to this Fourth Amendment, which is amended to include the patent applications to be filed under UC Case No 2007-139

• In consideration for the addition of the patent rights of UC Case No 2007-139 to the

Exclusive License Agreement, Licensee will pay to The Regents a fee of two thousand five hundred dollars ($2,500) within thirty (30) days of the Effective Date of this Fourth Amendment In addition, Licensee will pay a one-time milestone fee of twenty-five thousand dollars ($25,000) upon issuance of the first patent under UC Case No 2007-139 that would cover a Licensed Product,,

The Regents, Medivation and MPT have executed this Amendment in duplicate originals by their

authorized officers on the dates written below:

MEDIVATION, INC.

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

By (

Name

C Patrick Machado

Name

Claire T Wake, Ph D

Title Senior Vice President and CFO Title

Assistant Director , Licensing Date

8 Aug 07

Date July 19, 2007 MEDIVATION PROSTATE THERAPEUTICS, INC By /s/ C. Patrick Machado

Name C Patrick Machado

Title Senior Vice President and CFO Date /s/ C. Patrick Machado

/s/ Claire T. Wake, Ph.D.

APPENDIX A (Fourth Amendment)

REGENTS PATENT RIGHTS

UC Case No. 2003-279-2

United States Patent Application No 10/583,280 filed December 16, 2004 Australian Patent Application No . 2004-305075 filed December 16, 2004 Canadian Patent Application No 2550447 filed December 16, 2004 European Patent Application No 04814409 1 filed December 16, 2004 Hong Kong Patent Application No 7103115 7 filed December 16, 2004 Japanese Patent Application No . 2006-545417 filed December 16, 2004 New Zealand Patent Application No , 548209 filed December 16, 2004

All of the above based on PCT Patent Application No,. US04/42221 “Method and Mater ials for Assessing Prostate Cancer Therapies,” filed December 16, 2004, based on US Provisional Patent Application No. 60/5.31,091 filed on December 19, 2003 and assigned to The Regents The inventors are Charles L, Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents, and Charlie D , Chen and Der ek S., Welsbie, employees of The Regents

UC Case No. 2004-129

United States Patent Application No 10/590,445 filed February 23, 2005 Australian Patent Application No, 2005-232526 filed February 23, 2005 New Zealand Patent Application No 550102 filed February 23, 2005

All of the above based on PCT Patent Application No. US05/05529 “Methods and Materials for Assessing Prostate Cancer Therapies and Compoundsfiled February 23, 2005, based on US Provisional Patent Application No. 60/547,101 filed February 24, 2004 and assigned to The Regents, The inventors are Michael E Jung, Samedy Ouk, Charlie D. Chen and Derek Welsbie, employees of The Regents, and Charles L. Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents

United States Patent Application No 11/433,829 filed March 29, 2006

The above based on PCT Patent Application No. PCT/US06/11417 “Novel Androgen Receptor Inhibitors with Minimal Agonistic Activities,” filed on March 29, 2006, based on US Provisional

Patent Application No. 60/680,835 filed May 13, 2005 and assigned to The Regents The inventors are Michael E. Jung, Samedy Ouk, Charlie D Chen and Derek Welshie, employees of The Regents, and Charles L Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents. This application, together with the patent application pertaining to UC Case No. 2004-129, cover the compounds identified as RD1 through RD138, inclusive, on Exhibit A attached to the First Amendment

PCT Patent Application No. PCT/US06/11417 (also includes UC Case Nos. 2006-260 & 2006- 537) titled “Diarylthiohydantoin Compounds” was filed March 29, 2006 and assigned to The Regents The inventors are Michael E Jung, Samedy Ouk, Charlie D Chen, Derek Welsbie and Dongwon Yoo, employees of The Regents, and Charles L Sawyers, an employee of Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of the University of California, Los Angeles, and John Wongvipat and Chris Tran, employees of HHMI,

UC Case No. 2006-260

US Provisional Patent Application No, 60/750,351 filed December 15, 2005 and US Provisional

Patent Application No. 60/756,552 filed January 6, 2006, both titled “Selected

Diarylthiohydantoin Compounds “ filed January 6, 2006 (both were subsequently rolled into PCT Patent Application No PCT/US06/11417), and both assigned to The Regents, The inventors are Michael E Jung, Samedy Ouk and Charlie D Chen, employees of The Regents, and Charles L Sawyers, an employee of the Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of The Regents, and John Wongvipat and Chris Tran, employees of HHMI.

UC Case No. 2006-537

United States Patent Application No 11/730,168 filed March 29, 2007

The above based on PCT Patent Application No. PCT/US07/07854 “Diarylthiohydantoin Compounds” filed on March 29, 2007, based on US Provisional Patent Application No. 60/786,837 filed March 29, 2006 and assigned to The Regents (This invention was also filed as part of PCT Patent Application No, PCT/US06/11417, listed under UC Case No 2005-438 above), The inventors are Michael E, Jung and Dongwon Yoo, employees of The Regents, and Charles L Sawyers, an employee of Howard Hughes Medical Institute (“HHMI”) and a member of the faculty of the University of California, Los Angeles, and Chris Tr an, an employee of HHMI ,

UC Case No. 2007-139

US Provisional Patent No. [TBD] to be filed “Additional Thiohydantoin Androgen Receptor Antagonists for Prostate Cancer Treatment, “ The inventors are Michael E„ Jung and Dongwon Yoo, employees of The Regents, and Char les L. Sawyer s, an employee of HHMI and a member of the faculty of the University of California, Los Angeles, and Chris Tr an, employee of HHMI ,

RD4

RD162

EX-10.9

Exhibit 10.9

FIFTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT UC Agreement Control No. 2006-04-0085

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”).

BACKGROUND

A. The Regents, Medivation and MPT are parties to an Exclusive License Agreement, dated as of August 12, 2005 (the “Exclusive License Agreement”), as amended on November 4, 2005, May 8, 2006, June 12,2006 and July 17, 2007.

B. Medivation intends to grant an exclusive sublicense under the Exclusive License Agreement to the Designated Sublicensee (as defined in the Exclusive License Agreement as amended below).

C. The parties mutually intend to enter into this Fifth Amendment to amend the terms of the

Exclusive License Agreement, as specified below.

THEREFORE, the parties hereby agree as follows:

1. Article 1 is amended by the addition of the following new Paragraphs 1.15, 1.16 and 1.17:

1.15 “Designated Sublicense” means the Sublicense granted by Licensee to the Designated Sublicensee.

1.16 “Designated Sublicense Agreement” means the agreement entered into by Licensee and the Designated Sublicensee pursuant to which the Designated Sublicense is granted.

1.17 “Designated Sublicensee” means any Sublicensee that Licensee and The Regents agree in writing is a Designated Sublicensee for the purposes of this Agreement.

2. Article 3 (Sublicenses) is amended to include a new Paragraph 3.6:

3.6 If this Agreement is terminated for any reason other than (a) a termination by The Regents pursuant to Article 12 due to a material breach by Licensee of any material term or covenant of this Agreement, which material breach is caused by a material breach of a material term or covenant of the Designated Sublicense Agreement by the Designated Sublicensee, or (b) a termination by The Regents pursuant to Paragraph 6.3 for a failure by Licensee to perform any of the terms of such Paragraph, in all cases except (a) and (b), Paragraph 3.5 will not apply, and instead this Paragraph-3.6 will apply: For as long as

the Designated Sublicensee Agreement remains in effect, the Designated Sublicense will survive and remain in full force and effect on an exclusive basis, and from and after the effective date of such termination with respect to Licensee, the Designated Sublicensee will be deemed to have the rights of

Licensee under this Agreement and will become responsible for fulfilling all

of Licensee’s obligations and covenants under this Agreement that arise as a result of the exercise by the Designated Sublicensee of such Sublicense, including all financial terms.

3. Paragraphs 6.3d and 6,3e are deleted and replaced with the following:

6.3d First application to market a Licensed Product to be filed in the U.S. or EU by the eleventh (11th) anniversary of the date of this Agreement.

6.3e First Commercial Sale of a Licensed Product by the thirteenth (13th)

anniversary of the date of this Agreement.

4. Article 7 (Patent Filing, Prosecution and Maintenance) is amended to include the following

new Paragraph 7.8:

7.8 The Regents represents that as of October 21, 2009, except as requested by

Medivation in a notice provided pursuant to Paragraph 7.3, The Regents has not filed patent applications claiming or covering the Invention or corresponding with the Regents’ Patent Rights in any foreign country, and that all of the foreign patents and patent applications claiming or covering the Invention or corresponding with the Regents’ Patent Rights are subject to this Agreement (and are within the scope of the licenses and rights granted in Paragraphs 2.1 and 3.1). Notwithstanding the foregoing, no representation is made pursuant to this Section 7.8 with respect Patent No. 10/590,445, which The Regents is prosecuting in the United States without funding by Medivation.

5. The second sentence of Paragraph 8.1 is amended to include the following at the end of such sentence:

. . . except that Licensee may notify a Sublicensee or Affiliate thereof of such infringement without consent of The Regents.

6. Paragraph 8.2 is renumbered as Paragraph 8.2a. The third sentence of such Paragraph is deleted and replaced with the following:

If joinder of The Regents is required by applicable law to perfect or maintain jurisdiction with respect to any such suit, then subject to approval of the Board of Regents of the University of California, The Regents will join such suit, will consent to the jurisdiction of federal or state courts with respect to such suit, and will not oppose joinder in such suit, including on grounds of sovereign immunity. In the event of such required joinder, Licensee will pay any costs incurred by The Regents arising out of such suit, including but not

limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit,

7. Article 8 (Patent Infringement) is amended to include the following new Paragraph 8.2b:

8.2b Notwithstanding anything contained in this Article 8 to the contrary, if the Infringement Notice is predicated on the receipt of a notice of certification sent or filed pursuant to the U.S. “Drug Price Competition and Patent Term Restoration Act” of 1984, including pursuant to 21 U.S.C. 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV), or any equivalent or similar notice or certification in any foreign jurisdiction, claiming that the patent is invalid or unenforceable or claiming that the patent will not be infringed by the Manufacture, use, marketing or sale of a product for which an application under the act is filed, then the Licensee may institute suit within the applicable timeframe required by law and may, if required to perfect or maintain jurisdiction with respect to such suit, name The Regents as a co-plaintiff in such suit, subject to approval of the Board of Regents of the University of California. In such circumstance, The Regents will use best efforts to obtain the approval of the Board of Regents of the University of California within 30 days of the Infringement Notice, and will notify Licensee no later than such 30th day whether the Board of the Regents of the University of California will grant such approval. Prior to initiating the suit, the Licensee will consult with The Regents to obtain its input with respect to the proposed suit, and will consider such input in good faith. Without limitation to the foregoing and subject to approval of the Board of Regents of the University of California, The Regents agree to cooperate with respect to such suit if named as a co- plaintiff, including by participating as a party plaintiff in any such suit, joining in such suit, consenting to the jurisdiction of federal or state courts, and not opposing joinder, including on grounds of sovereign immunity. The Regents may voluntarily join any such suit initiated solely by the Licensee at the Regents’ own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the Licensee’s suit or any judgment rendered in the suit. If The Regents is named by the Licensee as a co-plaintiff in such a suit pursuant to the first sentence of this Paragraph 8.2b, then the Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. The Regents hereby acknowledges that the rights conferred on the Licensee pursuant to Paragraphs 8.1 and 8.2 may be exercised by a Sublicensee designated by the Licensee (including the Designated Sublicensee).

8. Article 30 is amended by the addition of the following new Paragraph 30.2:

30.2 The Designated Sublicensee is an intended third-party beneficiary of this Agreement and certain of its provisions, including Paragraph 3.6, are for the benefit of the Designated Sublicensee and are enforceable by the Designated Sublicensee in its own name.

9. Except for the amendments specifically referenced above, all other terms of the Exclusive License Agreement remain unchanged and in full force and effect.

The Regents, Medivation and MPT have executed this Amendment in duplicate originals by their authorized officers on the dates written below:

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

By /s/ Clare T. Wake

Name: Claire T.Wake

Title: Assistant Director, Licensing

Date: October 21, 2009

MEDIVATION, INC.

By /s/ C. Patrick Machado

Name: C. Patrick Machado

Title: CFO

Date: 21 Oct. 09

MEDIVATION PROSTATE THERAPEUTICS, INC.

By /s/ C. Patrick Machado

Name: C. Patrick Machado

Title: CFO

EX-10.15

Exhibit 10.15

Body text (2);Body text1;AMENDMENT NO.3 TO COLLABORATION AGREEMENT

This Amendment No. 3 to the Collaboration Agreement (this “Amendment”) is entered into and effective as of April 1, 2013 (the “Amendment Effective Date”) by and among MEDIVATION, INC., a Delaware corporation having its principal place of business at 525 Market Street, 36th 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 1 Astellas Way, Northbrook, IL 60062 , United States (“AUS”; collectively with API, “Astellas”). Medivation and Astellas are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

A. The Parties entered into a certain Collaboration Agreement effective as of October 26, 2009, as amended (the “Collaboration Agreement”).

B. The Parties wish to amend the Collaboration Agreement.

NOW, THEREFORE, the Parties hereby agree to amend the Collaboration Agreement as follows:

1. Unless otherwise expressly provided in this Amendment, all definitions in the Collaboration Agreement shall be also applicable to this Amendment.

2. Section 9.10 of the Collaboration Agreement shall be entirely deleted and replaced with the following:

“9.10 Foreign Exchange. The rate of exchange to be used in computing the amount of currency equivalent in U.S. dollars of Net Sales invoiced and Joint Development Costs, Joint Commercialization Costs and Joint Medical Affairs Costs incurred in other currencies shall be the average quarterly rate as published by Bloomberg (based on 20:00 Tokyo time) for the applicable quarterly reporting period for which the payment is due.

3. Except as specifically amended by this Amendment, the Collaboration Agreement remains in full force and effect. Wherever the terms of this Amendment and the Collaboration Agreement conflict, this Amendment controls. All references in the Collaboration to “this Agreement” shall mean the Collaboration Agreement, as amended hereby.

4. This Amendment may be executed in counterparts, which together shall constitute one and the same instrument.

In Witness Whereof, the Parties have executed this Amendment in duplicate originals by their duly authorized officers as of the Amendment Effective Date.

IN WITNESS WHEREOF, the Parties have executed this Amendment in duplicate originals by their duly authorized officers as of the Amendment Effective Date.

Medivation, Inc.

By: /s/ Yasumasa Masuda

Name: Yasumasa Masuda

Title: CFO

Astellas Pharma Inc.

By: /s/ C. Patrick Machado

Name: C Patrick Machado

Title: CFO/CBO

Medivation Prostate Therapeutics, Inc.

By: /s/ C. Patrick Machado

Name: C. Patrick Machado

Title: CFO CBO

Astellas US LLC

Name: Masao Yoshida Title: President and CEO

Name: Yasumasa Masuda

Title: President and CFO

EX-10.16

Exhibit 10.16

Body text (2);Body text;Heading #4;AMENDMENT NO. 4 TO COLLABORATION AGREEMENT

This Amendment No. 4 (this “Amendment”) is entered into this 29th day of October, 2013 (“Amendment Effective Date”), by and among MEDIYATION, INC., a Delaware corporation having its principal place of business at 525 Market Street, 36th 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 5-1, 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 1 Astellas Way, Northfield, Illinois 60062, United States (“AUS”; collectively with API, “Astellas”) and amends the Collaboration Agreement effective as of October 26, 2009 as previously amended (the “Collaboration Agreement”). Medivation and Astellas are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Unless otherwise expressly provided in this Amendment, all definitions in the Collaboration Agreement shall be also applicable to this Amendment,

RECITALS

WHEREAS, under the Collaboration Agreement the JDC, JMAC, JCC, and JMC, as applicable, on an annual basis are required to prepare amendments to the then-current versions of each of applicable joint plan, and the Parties now wish to amend the Collaboration Agreement with respect to the required timing of such amendments and the applicable periods associated therewith;

NOW, THEREFORE, in consideration for the foregoing premises and the mutual promises and covenants and conditions in this Amendment, the Parties hereby agree to amend the Collaboration Agreement as follows:

1. Amendment to Deadline Dates for Amendments to Plans. Under the Collaboration Agreement (Section 3.2(c) with respect to the Joint Development Plan, Section 5.2 with respect to the Joint Medical Affairs Plan, Section 6.2(b) with respect to the Joint Commercialization Plan, and Section 7.2(c) with respect to the Joint Manufacturing Plan), the JDC, JMAC, JCC, and JMC, as applicable, on an annual basis (no later than October 31st of the preceding calendar year) or more often as the Parties deem appropriate, are required to prepare amendments to the then-current version of each of such plan. The Parties hereby agree to amend each of Section 3.2(c) thereof with respect to the Joint Development Plan, Section 5.2 thereof with respect to the Joint Medical Affairs Plan, Section 6.2(b) thereof with respect to the Joint Commercialization

Plan, and Section 7.2(c) thereof with respect to the Joint Manufacturing Plan to provide that such amendments to such plans cover a period of five (5) consecutive calendar quarters commencing as of January 1st of each calendar year (recognizing that each such plan shall have its first quarter overlap with the last quarter of the prior plan and its last quarter overlap with the first quarter of the succeeding plan) and be approved by each such committee, as applicable, as well as the Joint Steering Committee, no later than February 1st of the first calendar quarter to which they pertain. Once approved, a succeeding plan will be effective for the first (1st) and successive quarters of the 5-quarter period, and the first (1st) quarter thereof will supersede the fifth (5th) quarter of the prior plan. References to “calendar year” and “year” in such Sections shall be deemed to be references to each of the afore-mentioned 5-calendar quarter periods, as applicable.

1. Miscellaneous.

1.1 Except as specifically amended herein, the Collaboration Agreement remains in full force and effect. Wherever the terms of this Amendment and the Collaboration Agreement conflict, the terms of this Amendment shall govern and control.

1.2 This Amendment may be executed in counterparts, which together shall constitute one and the same instrument.

In Witness Whereof, the Parties have executed this Amendment by their duly authorized officers as of the Amendment Effective Dat

Body text;Heading #4;such committee, as applicable, as well as the Joint Steering Committee, no later than February 1st of the first calendar quarter to which they pertain. Once approved, a succeeding plan will be effective for the first (1st) and successive quarters of the 5-quarter period, and the first (1st) quarter thereof will supersede the fifth (5th) quarter of the prior plan. References to “calendar year” and “year” in such Sections shall be deemed to be references to each of the afore-mentioned 5-calendar quarter periods, as applicable.

1. Miscellaneous.

1.1 Except as specifically amended herein, the Collaboration Agreement remains in full force and effect. Wherever the terms of this Amendment and the Collaboration Agreement conflict, the terms of this Amendment shall govern and control.

1.2 This Amendment may be executed in counterparts, which together shall constitute one and the same instrument.

In Witness Whereof, the Parties have executed this Amendment by their duly authorized officers as of the Amendment Effective Date

Medivation, Inc.

By: /s/ C. Patrick Machado

Name: C. Patrick Machado

Title: CBO & CFO

Astellas Pharma Inc.

By: /s/ Chihiro Yokota

Name: Chihiro Yokota

Title: Corporate VP, Licensing & Alliances

Medivation Prostate Therapeutics, Inc.

By: /s/ C. Patrick Machado

Name: C. Patrick Machado

Title: C CBO & CFO

Astellas US LLC

By: /s/ Masao Yoshida

Name: Masao Yoshida

Title: President and CEO

EX-10.17

Exhibit 10.17

Body text (2);Body text1;AMENDMENT NO. 5 TO COLLABORATION AGREEMENT

This Amendment No. 5 (this “Amendment”) is entered into this 6 day of

2014 (“Amendment Effective Date”), by and among MEDIVATION, INC., a Delaware corporation having its principal place of business at 525 Market Street, 36th 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 5-1, 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 1 Astellas Way, Northbrook, Illinois 60062, United States (“AUS”; collectively with API, “Astellas”) and amends the Collaboration Agreement effective as of October 26, 2009 as previously amended (the “Collaboration Agreement”). Medivation and Astellas are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Unless otherwise expressly provided in this Amendment, all definitions in the Collaboration Agreement shall be also applicable to this Amendment.

RECITALS

WHEREAS, on March 24, 2014, the MHLW in Japan approved the MDY3100 Product for the indication “Castration Resistant Prostate Cancer” (the “ J-NDA”) with a precaution in the label stating that efficacy and safety of the MDV3100 Product in chemotherapy-na’ive patients with prostate cancer have not been established (the “Precautionary Statement”);

WHEREAS, on March 24, 2014, reserving all rights, Astellas notified Medivation of its achievement of the “approval of MAA in Japan” milestone for the Post-Chemo CRPC Indication, and that Medivation had earned Fifteen Million dollars ($15,000,000) in consideration for such milestone to be paid to Medivation by Astellas within thirty (30) days, in accordance with Sections 9.4(a) & (e) of the Collaboration Agreement;

WHEREAS, on June 21, 2013, Astellas, reserving all rights, paid Medivation the sum of Five Million Dollars ($5,000,000.00) as consideration for achieving the “first acceptance for filing of an MAA in Japan” milestone for Post-Chemo CRPC Indication, in accordance with Section 9.4(a) of the Collaboration Agreement;

Body text1;Heading #1;WHEREAS, the Parties, pursuant to the Collaboration Agreement, have conducted a pivotal clinical trial entitled “PREVAIL: A Multinational Phase 3, Randomized, Double- Blind, Placebo-Controlled Efficacy and Safety Study of Oral MDV3100 in Chemotherapy Naive Patients with Progressive Metastatic Prostate Cancer Who Have

Failed Androgen Deprivation Therapy” (the “PREVAIL Trial”), the results of which are positive;

WHEREAS, on March 24, 2014, Astellas submitted to the MHLW the data resulting from the PREVAIL Trial (the “PREVAIL Data”) and a proposed label without the Precautionary Statement (which would support the MHLW-approved use of the MDV3100 Product for the Chemo-Nai’ve CRPC Indication and HSPC Indication), rather than file an additional MAA for the MDV3100 Product for each of the HSPC Indication and the Chemo-Naive CRPC Indication, and as a result the Parties have been in discussions regarding the appropriate triggers for the Japan related milestone payments payable under Section 9.4(a) of the Collaboration Agreement that are tied to filing and approval of an MAA in Japan for the Chemo-Naive CRPC Indication or the HSPC Indication; and

WHEREAS, the Parties wish to reach a good faith agreement respecting this milestone payment issue.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants and conditions in this Amendment, the Parties hereby agree to amend the Collaboration Agreement as follows:

1. Japan Related Regulatory Filings and Milestones.

1.1 Submission of Request Based Upon PREVAIL Data. The Parties agree that Astellas’ March 24, 2014 submission to the MHLW of the PREVAIL Data and a proposed label without the Precautionary Statement would support the MHLW- approved use of the MDV3100 Product for the Chemo-Naive CRPC Indication and HSPC Indication, as applicable) (the “PREVAIL Request”).

1.2 The Japan Chemo-Naive CRPC Indication Filing Milestone. Under Section 9.4(a) of the Collaboration Agreement, a milestone payment of Five Million Dollars ($5,000,000.00) is payable within thirty (30) days after the first acceptance for filing of an MAA in Japan seeking approval of a Product for the Chemo-Naive CRPC Indication (the “Japan Chemo-Naive CRPC Indication Filing Milestone”). The Parties hereby agree that the Japan Chemo-Naive CRPC Indication Filing Milestone shall be deemed to have been triggered by Astellas’ submission of the PREVAIL Request, which occurred on March 24, 2014, and shall be payable within thirty (30) days after the Amendment Effective Date.

1.3 The Japan HSPC Indication Filing Milestone. Under Section 9.4(a) of the Collaboration Agreement, a milestone payment of Ten Million Dollars ($10,000,000.00) is payable within thirty (30) days after the first acceptance for filing of an MAA in Japan seeking approval of a Product for the HSPC Indication (the “Japan

HSPC Indication Filing Milestone”). The Parties hereby agree that the Japan HSPC Indication Filing Milestone shall be deemed to have been triggered by Astellas’ submission of the PREVAIL Request, which occurred on March 24, 2014, and shall be payable within thirty (30) days after the Amendment Effective Date.

1.1 Japan Chemo-Nai’ve CRPC Indication Approval Milestone. Under Section 9.4(a) of the Collaboration Agreement, a milestone payment of Fifteen Million Dollars ($15,000,000.00) is payable within thirty (30) days after the Approval of the MAA in Japan of a Product for the Chemo-Nai’ve CRPC Indication (the “Japan Chemo- Na’ive CRPC Indication Approval Milestone”). The Parties hereby agree that upon the earlier to occur of (a) the consent by the MHLW to the PREVAIL Request or (b) any removal of the Precautionary Statement from the J-NDA without imposing any other similar restriction by the MHLW, the Japan Chemo-Nai’ve CRPC Indication Approval Milestone shall be due and owing within thirty (30) days after the date of such consent or the date of such removal of the Precautionary Statement from the J-NDA without imposing any other similar restrictions by the MHLW, as applicable.

1.2 Japan HSPC Indication Approval Milestone. Under Section 9.4(a) of the Collaboration Agreement, a milestone payment of Thirty Million Dollars ($30,000,000.00) is payable within thirty (30) days after the Approval of the MAA in Japan of a Product for the HSPC Indication (the “Japan HSPC Indication Approval Milestone”). The Parties hereby agree that upon the earlier to occur of (a) the consent by the MHLW to a PREVAIL Request as described in Section 1.4 of this Amendment, or (b) removal of the Precautionary Statement from the J-NDA without imposing any other similar restriction by the MHLW, the Japan HSPC Indication Approval Milestone shall be due and owing within thirty (30) days after the date of such consent or the date of such removal of the Precautionary Statement from the J-NDA without imposing any other similar restriction by the MHLW, as applicable.

1.3 Payment of Deferred HSPC Patient Dosing Milestone. Pursuant to Section 1.2 of the Amendment No.2, the Parties agreed to the deferral of payment of Seven Million Dollars ($7,000,000), constituting a portion of the HSPC Patient Dosing Milestone (as defined in Section 1.1 of Amendment No.2), to become payable within thirty (30) days after the earlier to occur of: (i) the first to occur Regulatory Approval for a Product with a label Encompassing the HSPC Indication (as defined in Section 5.2 of Amendment No.2) obtained in any one of the Shared Territory, the First Country in EU5 or Japan; or (ii) the first patient dosed in any Phase 3 Clinical Trial other than the PREVAIL Trial initiated under the Collaboration Agreement that is designed specifically to support receipt of Regulatory Approval for the HSPC Indication (it being understood that nothing in this Amendment or that amendment shall require either Party to initiate or fund any such other study) (the “Deferred HSPC Patient Dosing Milestone”). Consistent with the Parties’ agreement in Section 1.1 of this Amendment, the Parties hereby agree that the Deferred HSPC Patient Dosing Milestone shall be deemed to have

been triggered by the occurrence of the first patient dosed in the pivotal clinical trial entitled “Safety and Efficacy Study of Enzalutamide in Patients With Nonmetastatic Castration-Resistant Prostate Cancer (PROSPER),” which occurred on November 26, 2013, and shall be payable within thirty (30) days after the Amendment Effective Date.

2. Miscellaneous.

2.1 Except as specifically amended herein, the Collaboration Agreement remains in full force and effect. Wherever the terms of this Amendment and the Collaboration Agreement conflict, the terms of this Amendment shall govern and control.

2.2 This Amendment may be executed in counterparts, which together shall constitute one and the same instrument.

In Witness Whereof, the Parties have executed this Amendment by their duly authorized officers as of the Amendment Effective Date.

Medivation,Inc.

By: /s/ Jennifer J. Rhodes

Name: Jennifer J. Rhodes

Title: General Counsel, Chief Compliance Officer, and Corporate Secretary

Astellas Pharma Inc.

By: /s/ Chihiro Yokota

Name: Chihiro Yokota

Title: Corporate VP, Licensing & Alliances

Medivation Prostate Therapeutics, Inc.

By: /s/ Jennifer J. Rhodes

Name: Jennifer J. Rhodes

Title: General Counsel, Chief Compliance Officer, and Corporate Secretary

Astellas US LLC

By: /s/ Masao Yoshida

Name: Masao Yoshida Title: President and CEO

EX-10.27

Exhibit 10.27

Heading #2;Body text (2);Body text1;MEDIVATION

Driven by science. Focused on life.

Via Hand Delivery

November 10, 2014

Mr. Joseph Lobacki [Address] [Address]

Dear Joe:

It is my great pleasure to offer you the position of Chief Commercial Officer reporting to me. We are very excited about the possibility of you joining our team, and we look forward to the prospect of working with you in our innovative company!

As an employee of Medivation, Field Solutions Inc., (the Company) you will be eligible to participate in our benefits and compensation programs. Medivation Field Solutions,. Inc. is a subsidiary of Medivation, Inc.

The following outlines the terms of our offer:

Your annualized base salary will be $458,000 payable on the 15th and last day of each month.

We will pay you a one-time signing bonus of $150,000 within thirty days of your employment start date, provided that you begin employment with Medivation on or before December 8, 2014. If you voluntarily terminate your employment with us before the first anniversary of your employment start date you agree to repay this signing bonus to Medivation on or before your termination date.

Employees who join the Company between January 1 and September 30th will be eligible for a prorated bonus for their first year of employment. Bonuses are generally paid m the first quarter, following year that the bonus was earned. As such, you will be eligible for the 2015 corporate bonus paid out in the first quarter of 2016. The target bonus opportunity for your position Is 60% of your base salary. The actual payout can range from 0% to 250% of this target, based! on individual and company performance. The Board of Directors makes, an assessment of company achievement against goals for purposes of annual bonus payouts annually, generally in the first quarter of the following year. You will be a participant in the Medivation 162M Bonus Program for Section 16 Officers as adopted by the Board of Directors.

We will recommend to Medivation’s Board of Directors that you be granted an: option to purchase 22,430 shares of Medivation common stock and 11, 215 restricted stock units (RSUs). Upon vesting, each RSU will entitle you to receive one share of Medivation common stock.

SF\395563.1

Body text1;Your options will have an exercise price equal to the fair market value of the shares, on the date the option is granted (as determined in accordance with Medivation’s Stock Option Grant Date Policy), The terms of your options will be governed in all respects by the terms of our 2004 Equity Incentive Award Plan and the stock option agreements. Your options will vest over a four-year period - 25% at the end of the first year,, then l/48th monthly thereafter over the ensuing three years. Your RSUs will vest over a three year period - one third on each of approximately the first, second and third anniversaries of the grant date. In the event there is a change of control of Medivation, your options would fully vest and become exercisable, and your RSUs would fully vest, automatically upon the occurrence of that event.

Your options and RSUs will be submitted for approval following your start date of employment. A stock option agreement will be provided to you, after the Board of Directors has approved your grant, In addition, you may be eligible for future annual equity grants; under the Plan based on the level of your position and your performance. Annual grants are typically made in the first quarter, of the year following a performance evaluation. Employees must be on board by September 30th, in order to be eligible for an annual grant.

As an employee of the Company you will be eligible to enroll in our comprehensive benefits program that includes health, dental, vision, basic life and basic personal accident insurance. Details will be provided during the new hire orientation. All Medivation Field Solutions, Inc., benefits are re-evaluated on an annual basis and are subject to change.

Subject to timely completion of your job responsibilities, paid time off (PTG) may be utilized at your discretion.

The Company offers a 401(k) plan with an employer match that provides you with the opportunity for pre- or post-tax, long-term savings. You may contribute up to the federal maximum, which is currently $17,500.

In addition, the Company offers an Employee Stock Purchase Plan (ESPP) - ESP is a voluntary benefit that allows eligible employees to purchase shares of Medivation common stock at a discount through after tax payroll deductions. Eligible employees must enroll during the designated enrollment period. Additional information including a Prospectus and online enrollment instructions will be provided after your date of employment..

It is out understanding that you plan to establish a residence in the Bay Area. You will be eligible for the Medivation Relocation Program. Relocation benefits under this Plan are tailored to meet the needs of the relocating employee, within the guidelines of our Policy. The attached document outlines the benefits that will be provided to you, for your relocation from the Boston MA to the San Francisco Bay Area. All payments are grossed up for state and federal taxes. If you voluntarily terminate your employment with us before the second anniversary of your employment start date, you agree to repay any cash portion of the relocation costs to Medivation on or before your termination date

As a result of the 1986 Immigration Reform and Control Act, we are required to verify the identity and work authorization of all new employees. You will therefore be required to sign the Employment Eligibility Verification (Form 1-9). We will need to examine original documents that satisfy these verification requirements, within 24 hours of your employment start date. This offer of employment is contingent upon your providing the necessary documentation within that period.

You will abide by the Company’s strict policy that prohibits any new employee from using or bringing with him/her all prior employers’ proprietary information, trade secrets, proprietary materials, and/or processes. Upon starting employment with Medivation Field Solutions, Inc., you will be required to sign an Employee Confidentiality and Invention Assignment Agreement indicating, among other things, your agreement with this policy.

By signing below you are indicating your understanding that should you accept a position at Medivation Field Solutions, Inc., the employment relationship is based on the mutual consent of the employee and the Company. Accordingly, either you or the Company can terminate the employment relationship at will, at any time, with or without cause or advance notice.

This offer of employment is effective for 3 business days from the date of this letter and is contingent upon satisfactory completion of background and reference checks. If all of the foregoing is satisfactory, please sign, date, and return this letter, within 3 business days. Please label the envelope attention Sandy Cooper, Human Resources and mail It to Medivation, 525 Market Street 36th Floor, San Francisco, CA 94105. If you prefer, you may scan and email your signed offer letter to sandy.cooper@medivati-on.com

Joe, we are enthusiastic about welcoming you to the Company and look forward to you joining our team.

Sincerely, /s/ David Hung, MD David Hung, MD President and Chief Executive Officer

I accept employment with the Company on the foregoing terms. /s/ Joseph Lobacki 11/14/14 12/8/14 Date Signed Anticipated Start Date

EX-10.29

Exhibit 10.29

AMENDMENT TO CONSULTING AGREEMENT

This Amendment (the “Amendment”) hereby amends the Consulting Agreement dated July 14, 2014 between Medivation, Inc. (collectively with its subsidiaries, the “Company”) and Dawn Svoronos (“Consultant”)(the “Agreement”), effective as of October 14, 2014.

The following provisions shall be added to the end of the section entitled “Compensation” in Exhibit A (Work Plan and Compensation) of the Agreement:

“In addition, Company may, in its sole discretion, decide to grant Consultant certain options to purchase the Company’s common stock and certain restricted stock units as further consideration for Consultant’s services hereunder. If granted, any such equity interests shall be subject to the terms of the grant notice, any applicable agreements, and the governing Equity Incentive Award Plan.”

Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.

In Witness Whereof, the parties hereto have executed this Amendment as of the date first set forth above.

Medivation, Inc. Consultant

By: /s/ Jennifer J. Rhodes By: V /s/ D. Svoronos

Print Name: Jennifer J. Rhodes Print Name: D. Svoronos

Title: General Counsel Social Security Number/Tax ID Number: [SSN/Tax ID] 232 459 156 (CANADA)

Dated Oct 14, 2014 Dated Oct 14, 2014

to have effect as of the Effective to have effect as of the Effective

Date (retroactively, if signed later than Date (retroactively, if signed later than

the Effective Date). the Effective Date).

EX-10.32

Exhibit 10.32

Body text (2);Body text;FIRST AMENDMENT TO OFFICE LEASE

THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of December 28, 2011 (the “Effective Date”) by and between KNICKERBOCKER PROPERTIES, INC. XXXIII, a Delaware corporation (the “Landlord”), and MEDIVATION, INC., a Delaware corporation (the “Tenant”).

WITNES SETH

A. Landlord and Tenant entered into that certain Office Lease dated as of December 28, 2011 (the “Lease”).

B. Pursuant to the terms of the Lease, Tenant is leasing certain premises in the office building (the “Building”) located at 525 Market Street, San Francisco, California 94105.

C. The parties desire to amend the Lease as set forth hereinbelow.

NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto agree as follows:

1. Incorporation of Recitals. The recitals set forth above are incorporated herein and

made a part of this Amendment to the same extent as if set forth herein in full.

2. Capitalized Terms. All capitalized terms in this Amendment shall have the same meanings as in the Lease unless expressly provided otherwise herein.

3. Certain Tenant Improvements. Tenant has requested that Landlord review Tenant’s proposal for an interconnecting staircase between the 35th floor and the 36th floor of the Building (the “Proposed Staircase”). Landlord is willing to review Tenant’s plans and specifications for the Proposed Staircase (which review shall be in accordance with and subject to the terms of the Worldetter Agreement attached to the Lease as Exhibit “C” ) and in consideration thereof, Tenant acknowledges and agrees that:

3.1 Installing an interconnecting staircase in the Building will involve significant costs and expenses (including, without limitation, specialized engineering and architectural plans, permits, and approvals). All costs and expenses and permits and other governmental approvals associated with the design and installation of such a staircase are and shall be the sole responsibility of Tenant.

3.2 Prior to commencing any work on the Proposed Staircase, Tenant shall notify Landlord and Landlord shall have the right to undertake a survey for ACM in the work area (‘ ‘ACM Survey”) and to perform any necessary ACM abatement as determined by Landlord in its sole and absolute discretion (collectively, the “Special Abatement Work”). Following completion of the Landlord’s ACM Survey, and prior to commencing any Special Abatement Work, Landlord shall provide Tenant with a copy of the ACM Survey which will include an estimate of the anticipated hard and soft costs and expenses of the Special Abatement

Body text;Work proposed by the ACM Survey. Such cost and expense estimate is not a fixed price bid or a maximum guaranteed amount for the Special Abatement Work, and the actual hard and soft costs and expenses of the Special Abatement Work may be significantly greater than the estimate included in the ACM Survey. Tenant shall have the one-time right, in its sole discretion, to withdraw its request for the Proposed Staircase by notice to Landlord (given strictly in accordance with the terms of the Lease) within five (5) business days following Tenant’s receipt of the ACM Survey. Time is of the essence. If Tenant exercises its right to withdraw its request to install the Proposed Staircase, Tenant shall pay all Landlord’s actual costs and expenses incurred in connection with the ACM Survey. In the event Tenant does not exercise its right to withdraw its request to install the Proposed Staircase, Tenant shall be irrevocably obligated to pay all of Landlord’s costs and expenses (including without limitation the costs of any third party consultants and abatement specialists as well as any supervision fees charged by Landlord) incurred in preparing the ACM Survey and for the Special Abatement Work (which Tenant acknowledges may be significantly greater than the estimates included in the ACM Survey) within thirty (30) days of Landlord’s presentment of its invoices therefor, and such costs and expenses shall constitute additional Rent under the Lease. Any delay in the substantial completion of the design, construction, and/or installation of the Tenant Improvements attributable to the Special Abatement Work experienced by Tenant shall not constitute a “Landlord Delay” (as defined in the Workletter Agreement).

2.1 Tenant shall be responsible for the hard and soft costs for the removal of the Proposed Staircase and the restoration of the Premises and the base Building and its core to the condition existing as of December 28, 2011 (the “Restoration Work”) as set forth below.

2.2 Tenant shall deliver a notice to Landlord (given strictly in accordance with the terms of the Lease) at least one hundred twenty (120) days but not more than one hundred fifty (150) days prior to the scheduled Expiration Date requesting that Landlord provide an estimate of the costs and expenses to remove the Proposed Staircase (the “Removal Notice”). Landlord and Tenant may (but shall have no obligation to) negotiate for the sixty (60) day period commencing on the date Landlord receives the Removal Notice (the “Negotiation Period”) to modify the schedule or other terms for the Restoration Work. In the event that Landlord and Tenant are not able to negotiate mutually acceptable modifications to the schedule or other terms for the Restoration Work, Landlord shall endeavor to obtain within sixty (60) days after the end of the Negotiation Period, up to three (3) third party fixed-price bids from licensed contractors approved by Landlord for work in the Building for the Restoration Work (provided, however, in the event the Lease terminates prior to the scheduled Expiration Date or if Tenant fails to deliver a Removal Notice and the Lease expires, Landlord shall endeavor to obtain such bids as soon as reasonably practical after such termination or expiration). Landlord’s failure to deliver such bids within the time frames set forth above shall not modify or affect Tenant’s obligation to pay the cost for the Restoration Work. Landlord shall select the lowest price bidder adjusted to (i) permit an apples-to-apples comparison and (ii) include all hard and soft costs, and all permitting, architectural, engineering fees, and the C/M Fee) and enter into a construction contract consistent with the terms of the bid with such approved contractor to perform the Restoration Work (the “Approved Bid”). Landlord shall manage and supervise the Restoration Work, and shall receive a fee (the “C/M Fee”) equal to three percent (3%) of the cost of the Restoration Work. Under no

Body text;circumstances shall the fact that the Restoration Work is not complete by the Expiration Date or earlier termination of the Lease be deemed to be a hold-over by Tenant. The cost incurred by Landlord for the Restoration Work and the C/M Fee shall constitute additional Rent under the Lease. Upon the completion of the Restoration Work, Landlord shall present an invoice for the cost of the Restoration Work and its C/M Fee (collectively, the “Actual Costs”) and Tenant shall pay the Actual Costs to Landlord within thirty (30) days of Landlord’s presentment of its invoices therefor. Tenant acknowledges that the Actual Costs may be higher than the Approved Bid as a result of a number of reasons, including but not limited to unforeseen field conditions,’ Force Majeure, or change orders. The Approved Bid shall not constitute Tenant’s maximum liability for the Restoration Work. If Tenant fails to timely deliver such payment, Landlord shall have the right to draw on the Letter of Credit for the Actual Costs. Landlord’s contractor shall be the only party entitled to perform the Restoration Work.

2. Technical Corrections to Lease.

2.1 Article 7 of the Lease is hereby amended by inserting the following sentences at the end thereof:

Tenant agrees that included in the expenses for which Landlord may draw on the Letter of Credit is the Actual Costs for the Restoration Work. Tenant shall cause the Letter of Credit with its original Stated Amount to be in place for three (3) full months after the Expiration Date (“LOG Extension Date”), estimated as of the date hereof to be September 1,

2019. In the event the Restoration Work has not been wholly completed (with all invoices paid, and all unconditional lien releases obtained by Landlord) by the date which is thirty (30) days prior to then scheduled LOC Expiration Date the following procedure shall apply; (i) on the LOC Expiration Date, the Stated Amount of the Letter of Credit shall be reduced to Five Hundred Thousand Dollars and (ii) Tenant shall cause the Letter of Credit (as the Stated Amount has been so reduced) to be extended for an additional ninety (90) days after the LOC Expiration Date to serve as additional security for Tenant’s obligations under Section 3 of the Amendment.

2.2 The last full sentence of Section 1(b) of the Workletter Agreement is hereby deleted and the following sentence is substituted in lieu thereof:

All costs and charges by Landlord’s consultants shall be deducted from the Tenant Improvements Allowance (or charged to Tenant) without mark-up on an “open book” basis (which shall not exceed Twenty Thousand Dollars ($20,000.00)).

2.3 The second full sentence of Section 1 of Exhibit “G” (the Right of First Offer) is hereby deleted and the following sentence is substituted in lieu thereof:

Body text;Body text (5);(a) Such space shall be considered to be “available” if (i) no other Project tenant is leasing such space or (ii) no other tenant has a Superior Right (defined as a tenant which has the existing right to lease such space, to expand into such space, or to extend the term of its lease for such space for the period ending on the Expiration Date).

2. Ratification of Lease. All terms and conditions of the Lease are hereby ratified and affirmed, as modified by this Amendment.

6. No Further Modification. Except as set forth in this Amendment, all of the terms

and provisions of the Lease shall remain unmodified and in full force and effect.

[Signatures are on the following page]

LANDLORD: KNICKERBOCKER PROPERTIES, INC., XXXIII, a Delaware corporation

By: /s/ Steven M. Zaun Steven M. Zaun Its: Vice President

TENANT: MEDIYATION, INC., a Delaware corporation By: /s/ Gretchen Burke

Name: Gretchen Burke Its: VP Financial, Bus Processes By: /s/ C. Patrick Machado Name: CBO & CFO Its: 26 Apr. 12

EX-10.39

Exhibit 10.39

MEDIVATION, INC.

AMENDED AND RESTATED

2004 EQUITY INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Medivation, Inc. (the “Company”), pursuant to its Amended and Restated 2004 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the optionee listed below (the “Optionee”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). The Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement (which is attached hereto as Attachment I) and the Plan, both of which are incorporated in this Stock Option Grant Notice (this “Grant Notice”) by reference. Capitalized terms not defined herein shall have the meanings set forth in the Plan or the Stock Option Agreement.

Optionee:
Grant Date:
Exercise Price per Share:	$             per share
Total Number of Shares Granted:
Expiration Date:

Type of Option:	Non-Qualified Stock Option
Exercise Schedule:	Same as Vesting Schedule.

Vesting Schedule: Twenty-five percent (25%) of the shares of Stock subject to the Option (rounded down to the next whole number of shares) shall vest one year after the Grant Date, and 1/48th of the shares of Stock subject to the Option (rounded down to the next whole number of shares) shall vest on the first day of each full month thereafter, so that all of the shares subject to the Option shall be vested on the first day of the 48th month after the Grant Date; provided, however, that vesting shall terminate upon the Optionee’s Termination of Service (as defined in the Stock Option Agreement).

Additional Terms/Acknowledgements: The Optionee acknowledges receipt of, and understands and agrees to the terms of the Grant Notice, the Stock Option Agreement and the Plan (together, the “Award Documents”). The Optionee further acknowledges that as of the Grant Date, the Award Documents set forth the entire understanding between the Optionee and the Company regarding the Option and supersede all prior oral and written agreements on that subject, with the exception, if applicable, of (i) any employment or severance arrangement that would provide for vesting acceleration of the Option upon the terms and conditions set forth therein, and (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law.

By accepting the Option, the Optionee acknowledges having received and read the Award Documents and agrees to all of the terms and conditions set forth in such documents. The Optionee consents to receive Award Documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. The Optionee may designate receipt and acceptance of the Option and the terms of the Stock Option Agreement via electronic confirmation in accordance with instructions that accompany delivery of this Grant Notice and Stock Option Agreement by the Company or an authorized representative of the Company to Optionee.

Attachment I

MEDIVATION, INC.

AMENDED AND RESTATED

2004 EQUITY INCENTIVE AWARD PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Pursuant to this Stock Option Agreement (this “Agreement”), Medivation, Inc. (the “Company”) has granted the Optionee a non-qualified stock option under the Company’s Amended and Restated 2004 Equity Incentive Award Plan, as amended from time to time (the “Plan”), to purchase the number of shares of Stock indicated in the Grant Notice at the exercise price indicated in the Grant Notice.

ARTICLE I

DEFINITIONS

1.1 General. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan.

(a) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act of 1933, as amended. The Board shall have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(b) “Cause” will have the meaning ascribed to such term in any written employment or agreement between the Optionee and the Company or any Affiliate defining such term and, in the absence of such agreement, such term means, with respect to the Optionee, the occurrence of any of the following events: (i) the Optionee’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) the Optionee’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company or any of its Affiliates; (iii) the Optionee’s intentional, material violation of any contract or agreement between the Optionee and the Company or any of its Affiliates or of any statutory duty owed to the Company or any of its Affiliates; (iv) the Optionee’s unauthorized use or disclosure of the confidential information or trade secrets of the Company or any of its Affiliates; or (v) the Optionee’s gross misconduct. The determination that the Optionee’s Termination of Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Optionee’s Termination of Service was for Cause or without Cause for the purposes of outstanding Options held by the Optionee will have no effect upon any determination of the rights or obligations of the Company or the Optionee for any other purpose.

(c) “Director” means a member of the Board. “Director” shall include both a member of the Board who is an Employee and a “Non-Employee Director” (as defined in the Plan).

(d) “Exercise Notice” means written or electronic notice in a form authorized by the Company stating that the Option or a portion of the Option is exercised. An electronic Exercise Notice must be digitally signed or authenticated by the Optionee in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party administrator designated by the Company). In the event that the Optionee is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Optionee and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator designated by the Company).

(e) “Grant Date” means the date of grant set forth in the Grant Notice.

(f) “Termination of Service” means that the Optionee’s service with the Company or an Affiliate in all capacities, whether as an employee, director and/or consultant, has been materially interrupted or terminated. A change in the capacity in which the Optionee renders service to the Company or an Affiliate as an employee, director and/or consultant, or a change in the entity for which the Optionee renders such service, provided that there is no material interruption or termination of the Optionee’s service with the Company or an Affiliate, shall not be a Termination of Service; provided, however, that if the only entity for which an Optionee is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Optionee shall be considered to have a Termination of Service on the date such entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether service shall be considered materially interrupted or terminated in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Any such determination shall be made in compliance with Section 422 of the Code. Notwithstanding any other provision of the Plan or this Agreement, the Company or any Subsidiary has an absolute and unrestricted right to terminate the Optionee’s employment and/or consultancy at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and the Optionee.

ARTICLE II

GRANT OF OPTION

2.1 Grant of Option. In consideration of the Optionee’s agreement to remain in the employ of the Company or its Subsidiaries and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice, the Company irrevocably grants to the Optionee the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in this Agreement.

2.2 Purchase Price. The purchase price of the shares of Stock subject to the Option per share shall be as set forth in the Grant Notice, without commission or other charge.

2.3 Consideration to the Company. In consideration of the granting of the Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or any Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in the Plan or this Agreement shall confer upon the Optionee any right to (a) continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee, if the Optionee is an Employee, or (b) continue to provide services to the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to terminate the services of Optionee, if the Optionee is a consultant, at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company and the Optionee.

ARTICLE III

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.3 and 5.11, the Option shall become exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become exercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Committee or as set forth in a written agreement between the Company and the Optionee.

3.2 Duration of Exercisability. The installments provided for in Section 3.1(a) are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of ten years from the Grant Date;

(b) Immediately upon the Optionee’s Termination of Service for Cause;

(c) The expiration of ninety days following the date of the Optionee’s Termination of Service, unless, if Optionee is an Employee of the Company or any of its Subsidiaries, such Termination of Service occurs by reason of the Optionee’s discharge for Cause, or by reason of the Optionee’s death, or Disability or as set forth in a written agreement with the Company; or

(d) The expiration of one year following the date of the Optionee’s Termination of Service by reason of the Optionee’s death or Disability if Optionee is an Employee of the Company or any of its Subsidiaries.

ARTICLE IV

EXERCISE OF OPTION

4.1 Person Eligible to Exercise. Except as provided in Sections 5.2(b) and 5.2(c), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised by delivery of written or electronic notice to the Company, or to an authorized representative of the Company (including a third party administrator designated by the Company), all of the following prior to the time when the Option or such portion thereof expires under Section 3.3:

(a) An Exercise Notice, in written or electronic form, signed or authenticated by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such Exercise Notice shall state the number of whole shares of Stock for which any vested portion of the Option is being exercised and such other representations as may be required pursuant to the provisions of this Agreement; and

(b) (i) Full payment (in cash or by check) for the shares with respect to which the Option or portion thereof is exercised, to the extent permitted under applicable laws; or

(ii) With the consent of the Committee, such payment may be made, in whole or in part, through the delivery of shares of Stock which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or

(iii) To the extent permitted under applicable laws, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or

(iv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii) and (iii); and

(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, (i) shares of Stock owned by the Optionee for at least six months duly endorsed for transfer or (ii) shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

4.4 Conditions to Issuance of Shares. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall issue the Shares either (i) in certificate form or (ii) in book-entry form, registered in the Optionee’s name, with legends, or notations, as applicable referring to any applicable terms, conditions and restrictions, including, without limitation, any transfer restrictions, and shall not be required to so issue shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares to listing on all stock exchanges on which such Stock is then listed; and

(b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

(d) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon exercise of the Option; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

4.5 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of the Option unless and until such Shares have been issued (whether in certificate form or book-entry form) to such holder in accordance with Section 4.4.

ARTICLE V

OTHER PROVISIONS

5.1 Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

5.2 Option Not Transferable.

(a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

(b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require.

(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

5.3 Restrictive Legends and Stop-Transfer Orders.

(a) The share certificate or certificates or book-entry interests, as applicable, evidencing the shares of Stock purchased hereunder shall be endorsed with any legends that may be required by state or federal securities laws.

(b) The Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) The Company shall not be required: (i) to transfer on its books any shares of Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such shares of Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.

5.4 Shares to Be Reserved. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Agreement.

5.5 Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Optionee by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s designated beneficiary if any, or the person otherwise entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.5.

5.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.7 Stockholder Approval. The Plan will be submitted for approval by the Company’s stockholders within twelve months after the date the Plan was initially adopted by the Board. The Option may not be exercised to any extent by anyone prior to the time when the Plan is approved by the stockholders, and if such approval has not been obtained by the end of said twelve month period, the Option shall thereupon be canceled and become null and void.

5.8 Construction. This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware without regard to conflicts of laws thereof.

5.9 Conformity to Securities Laws. The Optionee acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.10 Amendments. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by the Optionee or such other person as may be permitted to exercise the Option pursuant to Section 4.1 and by a duly authorized representative of the Company.

EX-10.40

Exhibit 10.40

MEDIVATION, INC.

AMENDED AND RESTATED

2004 EQUITY INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Medivation, Inc. (the “Company”), pursuant to its Amended and Restated 2004 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of stock units (“Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement (which is attached hereto as Attachment I), both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Restricted Stock Unit Agreement. Except as otherwise specifically provided in this Restricted Stock Unit Grant Notice (the “Grant Notice”), in the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

Participant:

Date of Grant:

Number of Stock Units Subject to Award:

Vesting Schedule: 100% of the Stock Units subject to the Award will vest on the earlier of the first anniversary of the Date of Grant or the date of the next Annual Shareholder Meeting. Notwithstanding the foregoing, vesting shall terminate upon the Participant’s Termination of Service.

Issuance Schedule: Subject to any adjustments pursuant Section 11.1 of the Plan, one share of Stock will be issued for each Stock Unit that vests in accordance with the schedule set forth in Section 6 of the Restricted Stock Unit Agreement.

Definitions: For purposes of the Grant Notice and the Restricted Stock Unit Agreement, “Termination of Service” means that the Participant’s service with the Company or an Affiliate in all capacities, whether as an employee, director and/or consultant, has been materially interrupted or terminated. A change in the capacity in which Participant renders service to the Company or an Affiliate as an employee, director and/or consultant, or a change in the entity for which Participant renders such service, provided that there is no material interruption or termination of the Participant’s service with the Company or an Affiliate, shall not be a Termination of Service; provided, however, that if the only entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant shall be considered to have a Termination of Service on the date such entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether service shall be considered materially interrupted or terminated in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Any such determination shall be made in compliance with Section 422 of the Code. Notwithstanding any other provision of the Plan or the Grant Notice or the Restricted Stock Unit Agreement, the Company or any Affiliate has an absolute and unrestricted right to terminate the Participant’s employment and/or services at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.

For purposes of the Grant Notice and the Restricted Stock Unit Agreement, “Cause” will have the meaning ascribed to such term in any written employment or severance agreement between Participant

and the Company or any Affiliate defining such term and, in the absence of such agreement, such term means, with respect to Participant, the occurrence of any of the following events: (i) the Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) the Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company or any of its Affiliates; (iii) the Participant’s intentional, material violation of any contract or agreement between Participant and the Company or any of its Affiliates or of any statutory duty owed to the Company or any of its Affiliates; (iv) the Participant’s unauthorized use or disclosure of the confidential information or trade secrets of the Company or any of its Affiliates; or (v) the Participant’s gross misconduct. The determination that the Participant’s Termination of Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Participant’s Termination of Service was for Cause or without Cause for the purposes of outstanding Stock Units held by Participant will have no effect upon any determination of the rights or obligations of the Company or Participant for any other purpose.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to the terms of the Grant Notice, the Restricted Stock Unit Agreement and the Plan (together, the “Award Documents”). Participant further acknowledges that as of the Date of Grant, the Award Documents set forth the entire understanding between Participant and the Company regarding the Award and supersedes all prior oral and written agreements on that subject, with the exception, if applicable, of (i) of any employment or severance arrangement that would provide for vesting acceleration of the Award upon the terms and conditions set forth therein, and (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law.

By accepting the Award, Participant acknowledges having received and read the Award Documents and agrees to all of the terms and conditions set forth in such documents. Participant consents to receive Award Documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Participant may designate receipt and acceptance of the Award and the terms of the Award Documents via electronic confirmation in accordance with instructions that accompany delivery of the Grant Notice and Restricted Stock Unit Agreement by the Company or an authorized representative of the Company to Participant.

Attachment I

MEDIVATION, INC.

AMENDED AND RESTATED

2004 EQUITY INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the Restricted Stock Unit Grant Notice and this Restricted Stock Unit Agreement and in consideration of your services, Medivation, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its Amended and Restated 2004 Equity Incentive Award Plan (the “Plan”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. You agree that your electronic acceptance of the Award in the manner set forth in the Grant Notice will constitute your agreement and acceptance of the terms of the Award. Capitalized terms not explicitly defined in this Restricted Stock Unit Agreement shall have the same meanings given to them in the Plan or the Grant Notice, as applicable. Except as otherwise specifically provided herein, in the event of any conflict between the terms in this Restricted Stock Unit Agreement and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1. GRANT OF THE AWARD. The Award represents the right to be issued on a future date the number of shares of the Company’s Stock that is equal to the number of stock units indicated in the Grant Notice (the “Stock Units”). As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of Stock Units subject to the Award. The Award was granted in consideration of your services to the Company or its Subsidiaries. Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services to the Company or its Subsidiaries) with respect to your receipt of the Award, the vesting of the Stock Units or the delivery of the Stock to be issued in respect of the Award.

2. VESTING. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule set forth in the Grant Notice, provided that vesting will cease upon your Termination of Service. Upon such Termination of Service, the Stock Units credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company, and you will have no further right, title or interest in the Stock Units or the shares of Stock to be issued in respect of the Award.

3. NUMBER OF SHARES.

(a) The number of Stock Units subject to your Award may be adjusted from time to time for capitalization adjustments, as provided in Section 11.1 of the Plan.

(b) Any additional Stock Units that become subject to the Award pursuant to this Section 3 and Section 7, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Stock Units covered by your Award.

(c) Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this Section 3. The Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created by the adjustments referred to in this Section 3.

4. SECURITIES LAW COMPLIANCE. You may not be issued any shares in respect of your Award unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

5. TRANSFER RESTRICTIONS. Your Award is not transferable, except by will or by the laws of descent and distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the shares of Stock subject to the Award until the shares are issued to you in accordance with Section 6 of this Restricted Stock Unit Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein and applicable securities laws. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Stock to which you were entitled at the time of your death pursuant to this Restricted Stock Unit Agreement.

6. DATE OF ISSUANCE.

(a) If the Award is exempt from application of Section 409A of the Code and any state law of similar effect (collectively “Section 409A”), the Company will deliver to you a number of shares of the Company’s Stock equal to the number of vested Stock Units subject to your Award, including any additional Stock Units received pursuant to Section 3 above that relate to those vested Stock Units on the applicable vesting date(s). However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day. Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s policy permitting directors, officers at the level of vice president and above and other designated employees to sell shares only during certain “window” periods, in effect from time to time (the “Policy”) or you are otherwise prohibited from selling shares of the Company’s Stock in the public market and any shares covered by your Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to you or a day on which you are permitted to sell shares of the Company’s Stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when you are otherwise permitted to sell shares of the Company’s Stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to you pursuant to such policy (regardless of whether you are still providing continuous services at such time) or the next business day when you are not prohibited from selling shares of the Company’s Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares covered by the Award vest. Delivery of the shares pursuant to the provisions of this Section 6(a) is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

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(b) The provisions of this Section 6(b) are intended to apply if the Award is subject to Section 409A because of the terms of a severance arrangement or other agreement between you and the Company, if any, that provide for acceleration of vesting of the Award upon your separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4) or 1.409A-1(b)(9) (“Non-Exempt Severance Arrangement”). If the Award is subject to and not exempt from application of Section 409A due to application of a Non-Exempt Severance Arrangement, the following provisions in this Section 6(b) shall supersede anything to the contrary in Section 6(a).

(i) If the Award vests in the ordinary course prior to your Termination of Service in accordance with the vesting schedule set forth in the Grant Notice, without accelerated vesting under the terms of a Non-Exempt Severance Arrangement, in no event will the shares to be issued in respect of your Award be issued any later than the later of: (i) December 31^st of the calendar year that includes the applicable vesting date and (ii) the 60^th day that follows the applicable vesting date.

(ii) If vesting of the Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with your Separation from Service, and such vesting acceleration provisions were in effect as of the date of grant of the Award and, therefore, are part of the terms of the Award as of the date of grant, then the shares will be earlier issued in respect of your Award upon your Separation from Service in accordance with the terms of the Non-Exempt Severance Arrangement, but in no event later than the 60^th day that follows the date of your Separation from Service. However, if at the time the shares would otherwise be issued you are subject to the distribution limitations contained in Section 409A applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six (6) months following the date of your Separation from Service, or, if earlier, the date of your death that occurs within such six month period.

(iii) If vesting of the Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with your Separation from Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Award and, therefore, are not a part of the terms of the Award on the date of grant, then such acceleration of vesting of the Award shall not accelerate the issuance date of the shares, but the shares shall instead be issued on the same schedule as set forth in the Grant Notice as if they had vested in the ordinary course prior to your Termination of Service, notwithstanding the vesting acceleration of the Award. Such issuance schedule is intended to satisfy the requirements of payment on a specified date or pursuant to a fixed schedule, as provided under Treasury Regulations Section 1.409A-3(a)(4).

(c) If the Award is subject to Section 409A due to the application of a Non-Exempt Severance Arrangement or a provision for deferral of the delivery of shares in respect of the Award (a “Non-Exempt Award”), then the following provisions in this Section shall apply and shall supersede anything to the contrary that may be set forth in the Plan that would provide for accelerated issuance of the shares in respect of your Award in connection with a Change of Control that is not also a 409A Change of Control (a “Non-Qualifying Transaction”). For such purposes, a “409A Change in Control” is a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code. In the event of a Non-Qualifying Transaction, then with respect to a Non-Exempt Award, the surviving or acquiring corporation (or its parent company) (the “Acquiring Entity”) must either assume, continue or substitute your Non-Exempt Award, and shares to be issued in respect of your Non-Exempt Award, to the extent

3.

vested, shall be issued to you by the Acquiring Entity on the same schedule that the shares would have been issued to you if the Non-Qualifying Transaction had not occurred.

(d) Notwithstanding anything to the contrary set forth herein, the Company explicitly reserves the right to earlier issue the shares in respect of any Non-Exempt Award to the extent permitted and in compliance with the requirements of Section 409A, including pursuant to any of the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix).

(e) The provisions in this Restricted Stock Unit Agreement for delivery of the shares in respect of the Award are intended either to comply with the requirements of Section 409A or to provide a basis for exemption from such requirements so that the delivery of the shares will not trigger the additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted.

7. DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from an adjustment as provided in Section 11.1 of the Plan; provided, however, that the foregoing limitation shall cease to apply with respect to shares issued in respect of your Award.

8. RESTRICTIVE LEGENDS. The shares issued in respect of your Award shall be endorsed with appropriate legends determined by the Company.

9. AWARD NOT A SERVICE CONTRACT.

(a) Your employment and/or service with the Company or an Affiliate is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without Cause and with or without notice. Nothing in this Restricted Stock Unit Agreement (including, but not limited to, the vesting of your Award pursuant to the schedule set forth in Section 2 herein or the issuance of the shares in respect of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Restricted Stock Unit Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Restricted Stock Unit Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Restricted Stock Unit Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.

(b) By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to the schedule set forth in Section 2 is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You further acknowledge and agree that such a reorganization could result in your Termination of Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Restricted Stock Unit Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Restricted Stock Unit Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found

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implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Restricted Stock Unit Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your employment and/or service at any time, with or without Cause and with or without notice.

10. WITHHOLDING OBLIGATIONS.

(a) On or before the time you receive a distribution of the shares subject to your Award, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from the Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate which arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; or (iii) withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Stock.

(c) In the event the Company’s obligation to withhold arises prior to the delivery to you of Stock or it is determined after the delivery of Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

11. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Restricted Stock Unit Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Restricted Stock Unit Agreement until such shares are issued to you pursuant to Section 6 of this Restricted Stock Unit Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Restricted Stock Unit Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

12. OTHER DOCUMENTS. You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Policy permitting directors, officers at the level of vice president and above and other designated employees to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

5.

13. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

14. MISCELLANEOUS.

(a) The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(d) This Restricted Stock Unit Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) All obligations of the Company under the Plan and this Restricted Stock Unit Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

15. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided herein, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.

16. SEVERABILITY. If all or any part of this Restricted Stock Unit Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Restricted Stock Unit Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Restricted Stock Unit Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

6.

17. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Restricted Stock Unit Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

18. AMENDMENT. This Restricted Stock Unit Agreement may not be modified, amended or terminated except by an instrument in writing, signed or otherwise validly authorized by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.

7.

EX-10.41

Exhibit 10.41

MEDIVATION, INC.

AMENDED AND RESTATED

2004 EQUITY INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Medivation, Inc. (the “Company”), pursuant to its Amended and Restated 2004 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of stock units (“Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement (which is attached hereto as Attachment I), both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Restricted Stock Unit Agreement. Except as otherwise specifically provided in this Restricted Stock Unit Grant Notice (the “Grant Notice”), in the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

Participant:

Date of Grant:

Number of Stock Units Subject to Award:

Vesting Schedule: The Stock Units subject to the Award shall vest in three substantially equal installments on each of the first, second and third anniversaries of (i) the fourth day of the month of the Date of Grant, if the Date of Grant occurs between the first and the fourth day of the calendar month of the Date of Grant, or (ii) the fourth day of the month following the month of the Date of Grant, if the Date of Grant occurs on or after the fifth day of the month of the Date of Grant. Notwithstanding the foregoing, vesting shall terminate upon the Participant’s Termination of Service.

Issuance Schedule: Subject to any adjustments pursuant Section 11.1 of the Plan, one share of Stock will be issued for each Stock Unit that vests in accordance with the schedule set forth in Section 6 of the Restricted Stock Unit Agreement.

Definitions: For purposes of the Grant Notice and the Restricted Stock Unit Agreement, “Termination of Service” means that the Participant’s service with the Company or an Affiliate in all capacities, whether as an employee, director and/or consultant, has been materially interrupted or terminated. A change in the capacity in which Participant renders service to the Company or an Affiliate as an employee, director and/or consultant, or a change in the entity for which Participant renders such service, provided that there is no material interruption or termination of the Participant’s service with the Company or an Affiliate, shall not be a Termination of Service; provided, however, that if the only entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant shall be considered to have a Termination of Service on the date such entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether service shall be considered materially interrupted or terminated in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Any such determination shall be made in compliance with Section 422 of the Code.

Notwithstanding any other provision of the Plan or the Grant Notice or the Restricted Stock Unit Agreement, the Company or any Affiliate has an absolute and unrestricted right to terminate the Participant’s employment and/or services at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.

For purposes of the Grant Notice and the Restricted Stock Unit Agreement, “Cause” will have the meaning ascribed to such term in any written employment or severance agreement between Participant and the Company or any Affiliate defining such term and, in the absence of such agreement, such term means, with respect to Participant, the occurrence of any of the following events: (i) the Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) the Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company or any of its Affiliates; (iii) the Participant’s intentional, material violation of any contract or agreement between Participant and the Company or any of its Affiliates or of any statutory duty owed to the Company or any of its Affiliates; (iv) the Participant’s unauthorized use or disclosure of the confidential information or trade secrets of the Company or any of its Affiliates; or (v) the Participant’s gross misconduct. The determination that the Participant’s Termination of Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Participant’s Termination of Service was for Cause or without Cause for the purposes of outstanding Stock Units held by Participant will have no effect upon any determination of the rights or obligations of the Company or Participant for any other purpose.

Mandatory Sale to Cover Withholding Taxes: As a condition to acceptance of this Award, to the fullest extent permitted under the Plan and applicable law, withholding taxes will be satisfied through the sale of a number of the shares subject to the Award as determined in accordance with Section 10 of the Award Agreement and the remittance of the cash proceeds to the Company. Under the Award Agreement, the Company is authorized and directed by the Participant to make payment from the cash proceeds of this sale directly to the appropriate taxing authorities in an amount equal to the taxes required to be withheld. The mandatory sale of shares to cover withholding taxes is imposed by the Company on the Participant in connection with the receipt of this Award, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c).

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to the terms of the Grant Notice, the Restricted Stock Unit Agreement and the Plan (together, the “Award Documents”). Participant further acknowledges that as of the Date of Grant, the Award Documents set forth the entire understanding between Participant and the Company regarding the Award and supersedes all prior oral and written agreements on that subject, with the exception, if applicable, of (i) of any employment or severance arrangement that would provide for vesting acceleration of the Award upon the terms and conditions set forth therein, and (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law.

By accepting the Award, Participant acknowledges having received and read the Award Documents and agrees to all of the terms and conditions set forth in such documents. Participant consents to receive Award Documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Participant may designate receipt and acceptance of the Award and the terms of the Award Documents via electronic confirmation in accordance with instructions that accompany delivery of the Grant Notice and Restricted Stock Unit Agreement by the Company or an authorized representative of the Company to Participant.

Attachment I

MEDIVATION, INC.

AMENDED AND RESTATED

2004 EQUITY INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the Restricted Stock Unit Grant Notice and this Restricted Stock Unit Agreement and in consideration of your services, Medivation, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its Amended and Restated 2004 Equity Incentive Award Plan (the “Plan”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. You agree that your electronic acceptance of the Award in the manner set forth in the Grant Notice will constitute your agreement and acceptance of the terms of the Award. Capitalized terms not explicitly defined in this Restricted Stock Unit Agreement shall have the same meanings given to them in the Plan or the Grant Notice, as applicable. Except as otherwise specifically provided herein, in the event of any conflict between the terms in this Restricted Stock Unit Agreement and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1. GRANT OF THE AWARD. The Award represents the right to be issued on a future date the number of shares of the Company’s Stock that is equal to the number of stock units indicated in the Grant Notice (the “Stock Units”). As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of Stock Units subject to the Award. The Award was granted in consideration of your services to the Company or its Subsidiaries. Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services to the Company or its Subsidiaries) with respect to your receipt of the Award, the vesting of the Stock Units or the delivery of the Stock to be issued in respect of the Award.

2. VESTING. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule set forth in the Grant Notice, provided that vesting will cease upon your Termination of Service. Upon such Termination of Service, the Stock Units credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company, and you will have no further right, title or interest in the Stock Units or the shares of Stock to be issued in respect of the Award.

3. NUMBER OF SHARES.

(a) The number of Stock Units subject to your Award may be adjusted from time to time for capitalization adjustments, as provided in Section 11.1 of the Plan.

(b) Any additional Stock Units that become subject to the Award pursuant to this Section 3 and Section 7, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Stock Units covered by your Award.

(c) Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this Section 3. The Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created by the adjustments referred to in this Section 3.

4. SECURITIES LAW COMPLIANCE. You may not be issued any shares in respect of your Award unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

5. TRANSFER RESTRICTIONS. Your Award is not transferable, except by will or by the laws of descent and distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the shares of Stock subject to the Award until the shares are issued to you in accordance with Section 6 of this Restricted Stock Unit Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein and applicable securities laws. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Stock to which you were entitled at the time of your death pursuant to this Restricted Stock Unit Agreement.

6. DATE OF ISSUANCE.

(a) If the Award is exempt from application of Section 409A of the Code and any state law of similar effect (collectively “Section 409A”), the Company will deliver to you a number of shares of the Company’s Stock equal to the number of vested Stock Units subject to your Award, including any additional Stock Units received pursuant to Section 3 above that relate to those vested Stock Units on the applicable vesting date(s). However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day. Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s policy permitting directors, officers at the level of vice president and above and other designated employees to sell shares only during certain “window” periods, in effect from time to time (the “Policy”) or you are otherwise prohibited from selling shares of the Company’s Stock in the public market and any shares covered by your Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to you or a day on which you are permitted to sell shares of the Company’s Stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when you are otherwise permitted to sell shares of the Company’s Stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to you pursuant to such policy (regardless of whether you are still providing continuous services at such time) or the next business day when you are not prohibited from selling shares of the Company’s Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares covered by the Award vest. Delivery of the shares pursuant to the provisions of this Section 6(a) is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

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(b) The provisions of this Section 6(b) are intended to apply if the Award is subject to Section 409A because of the terms of a severance arrangement or other agreement between you and the Company, if any, that provide for acceleration of vesting of the Award upon your separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4) or 1.409A-1(b)(9) (“Non-Exempt Severance Arrangement”). If the Award is subject to and not exempt from application of Section 409A due to application of a Non-Exempt Severance Arrangement, the following provisions in this Section 6(b) shall supersede anything to the contrary in Section 6(a).

(i) If the Award vests in the ordinary course prior to your Termination of Service in accordance with the vesting schedule set forth in the Grant Notice, without accelerated vesting under the terms of a Non-Exempt Severance Arrangement, in no event will the shares to be issued in respect of your Award be issued any later than the later of: (i) December 31^st of the calendar year that includes the applicable vesting date and (ii) the 60^th day that follows the applicable vesting date.

(ii) If vesting of the Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with your Separation from Service, and such vesting acceleration provisions were in effect as of the date of grant of the Award and, therefore, are part of the terms of the Award as of the date of grant, then the shares will be earlier issued in respect of your Award upon your Separation from Service in accordance with the terms of the Non-Exempt Severance Arrangement, but in no event later than the 60^th day that follows the date of your Separation from Service. However, if at the time the shares would otherwise be issued you are subject to the distribution limitations contained in Section 409A applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six (6) months following the date of your Separation from Service, or, if earlier, the date of your death that occurs within such six month period.

(iii) If vesting of the Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with your Separation from Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Award and, therefore, are not a part of the terms of the Award on the date of grant, then such acceleration of vesting of the Award shall not accelerate the issuance date of the shares, but the shares shall instead be issued on the same schedule as set forth in the Grant Notice as if they had vested in the ordinary course prior to your Termination of Service, notwithstanding the vesting acceleration of the Award. Such issuance schedule is intended to satisfy the requirements of payment on a specified date or pursuant to a fixed schedule, as provided under Treasury Regulations Section 1.409A-3(a)(4).

(c) If the Award is subject to Section 409A due to the application of a Non-Exempt Severance Arrangement or a provision for deferral of the delivery of shares in respect of the Award (a “Non-Exempt Award”), then the following provisions in this Section shall apply and shall supersede anything to the contrary that may be set forth in the Plan that would provide for accelerated issuance of the shares in respect of your Award in connection with a Change of Control that is not also a 409A Change of Control (a “Non-Qualifying Transaction”). For such purposes, a “409A Change in Control” is a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code. In the event of a Non-Qualifying Transaction, then with respect to a Non-Exempt Award, the surviving or acquiring corporation (or its parent company) (the “Acquiring Entity”) must either assume, continue or substitute your Non-Exempt Award, and shares to be issued in respect of your Non-Exempt Award, to the extent vested, shall be issued to you by the Acquiring Entity on the same schedule that the shares would have been issued to you if the Non-Qualifying Transaction had not occurred.

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(d) Notwithstanding anything to the contrary set forth herein, the Company explicitly reserves the right to earlier issue the shares in respect of any Non-Exempt Award to the extent permitted and in compliance with the requirements of Section 409A, including pursuant to any of the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix).

(e) The provisions in this Restricted Stock Unit Agreement for delivery of the shares in respect of the Award are intended either to comply with the requirements of Section 409A or to provide a basis for exemption from such requirements so that the delivery of the shares will not trigger the additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted.

7. DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from an adjustment as provided in Section 11.1 of the Plan; provided, however, that the foregoing limitation shall cease to apply with respect to shares issued in respect of your Award.

8. RESTRICTIVE LEGENDS. The shares issued in respect of your Award shall be endorsed with appropriate legends determined by the Company.

9. AWARD NOT A SERVICE CONTRACT.

(a) Your employment and/or service with the Company or an Affiliate is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without Cause and with or without notice. Nothing in this Restricted Stock Unit Agreement (including, but not limited to, the vesting of your Award pursuant to the schedule set forth in Section 2 herein or the issuance of the shares in respect of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Restricted Stock Unit Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Restricted Stock Unit Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Restricted Stock Unit Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.

(b) By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to the schedule set forth in Section 2 is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You further acknowledge and agree that such a reorganization could result in your Termination of Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Restricted Stock Unit Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Restricted Stock Unit Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found

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implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Restricted Stock Unit Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your employment and/or service at any time, with or without Cause and with or without notice.

10. WITHHOLDING OBLIGATIONS.

(a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Specifically, pursuant to Section 10(d), you have agreed to a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you have irrevocably agreed to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer committed to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates. If, for any reason, this “same day sale” commitment does not result in sufficient proceeds to satisfy the Withholding Taxes, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); or (iii) subject to the approval of the independent members of the Board, withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with your Restricted Stock Units with a Fair Market Value (measured as of the date shares of Stock are issued to you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Stock.

(c) In the event the Company’s obligation to withhold arises prior to the delivery to you of Stock or it is determined after the delivery of Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

(d) You hereby acknowledge and agree to the following:

(i) I hereby appoint such firm or broker as the Company shall designate from time to time as my agent (the “Agent”), and authorize the Agent, to:

1. Sell on the open market at the then prevailing market price(s), on my behalf, as soon as practicable on or after each date on which Units vest, the number (rounded up to the next whole number) of the shares of Stock to be delivered to me in connection with the vesting of those Units sufficient to generate proceeds to cover (1) the Withholding Taxes that I am required to pay

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pursuant to the Plan and this Award Agreement as a result of the Units vesting (or Shares being issued, as applicable) and (2) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto; and

2. Remit any remaining funds to me.

(ii) I hereby authorize the Company and the Agent to cooperate and communicate with one another to determine the number of Shares that must be sold pursuant to this Section 10(d).

(iii) I understand that the Agent may effect sales as provided in this Section 10(d) in one or more sales and that the average price for executions resulting from bunched orders will be assigned to my account. In addition, I acknowledge that it may not be possible to sell shares of Stock as provided by in this Section 10(d) due to (i) a legal or contractual restriction applicable to me or the Agent, (ii) a market disruption, or (iii) rules governing order execution priority on the national exchange where the Stock may be traded. In the event of the Agent’s inability to sell shares of Stock, I will continue to be responsible for the timely payment to the Company of all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in this Section 10(d).

(iv) I acknowledge that regardless of any other term or condition of this Section 10(d), the Agent will not be liable to me for (a) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (b) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control.

(v) I hereby agree to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 10(d). The Agent is a third-party beneficiary of this Section 10(d).

(vi) I hereby agree that if I have signed the Grant Notice at a time that I am in possession of material non-public information, unless I inform the Company in writing within five business days following the date I cease to be in possession of material non-public information that I am not in agreement with the provisions of this Section 10(d), my not providing such written determination shall be a determination and agreement that I have agreed to the provisions set forth in this Section 10(d) on such date as I have ceased to be in possession of material non-public information.

This Section 10(d) shall terminate not later than the date on which all withholding taxes arising in connection with the vesting of my Award have been satisfied.

11. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Restricted Stock Unit Agreement. You shall not have voting or any

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other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Restricted Stock Unit Agreement until such shares are issued to you pursuant to Section 6 of this Restricted Stock Unit Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Restricted Stock Unit Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

12. OTHER DOCUMENTS. You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Policy permitting directors, officers at the level of vice president and above and other designated employees to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

13. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

14. MISCELLANEOUS.

(a) The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(d) This Restricted Stock Unit Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) All obligations of the Company under the Plan and this Restricted Stock Unit Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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15. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided herein, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.

16. SEVERABILITY. If all or any part of this Restricted Stock Unit Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Restricted Stock Unit Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Restricted Stock Unit Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

17. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Restricted Stock Unit Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

18. AMENDMENT. This Restricted Stock Unit Agreement may not be modified, amended or terminated except by an instrument in writing, signed or otherwise validly authorized by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.

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EX-12.1

Exhibit 12.1

Medivation, Inc.

Computation of Ratio of Earnings to Fixed Charges

(Unaudited)

(in thousands, except ratios)

	Years Ended December 31,
	2014		2013		2012		2011		2010
Earnings
Income (loss) before income taxes	$	260,194	$	(42,498)	$	(41,250)	$	(43,172)	$	(32,465)
Add: Fixed charges		25,849		21,982		16,528		933		733
Earnings, as defined	$	286,043	$	(20,516)	$	(24,722)	$	(42,239)	$	(31,732)
Fixed Charges
Interest expense	$	6,792	$	6,793	$	5,332	$	—	$	—
Capitalized interest		1,459		—		—		—		—
Amortization of debt discount and issuance costs		14,898		13,456		9,663		—		—
Interest component of rentals (1)		2,700		1,733		1,533		933		733
Total	$	25,849	$	21,982	$	16,528	$	933	$	733
Earnings (deficiency in earnings) to cover fixed charges	$	286,043	$	(42,498)	$	(41,250)	$	(43,172)	$	(32,465)
Ratio of earnings to fixed charges		11.07		*		*		*		*

(1) Represents the estimated portion of operating lease rental expense that is considered by us to be a reasonable representation of interest.

* Because of the deficiency in earnings to cover fixed charges, the ratio information is not applicable.

EX-21.1

Exhibit 21.1

Subsidiaries of Medivation, Inc.

1. Medivation Neurology, Inc. (Delaware)

2. Medivation Prostate Therapeutics, Inc. (Delaware)

3. Medivation Technologies, Inc. (Delaware)

4. Medivation Field Solutions, Inc. (Delaware)

5. Medivation Services, Inc. (Delaware)

6. Medivation Europe Limited (United Kingdom)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-132983, No. 333-190842, No. 333-187203, No. 333-157051, and No. 333-199946) and Form S-3 (No. 333-180042) of Medivation, Inc. of our report dated February 25, 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 25, 2015

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David T. Hung, M.D., certify that:

1. I have reviewed this Form 10-K of Medivation, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2015

/s/ David T. Hung

David T. Hung, M.D.

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Richard A. Bierly, certify that:

1. I have reviewed this Form 10-K of Medivation, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2015

/s/ Richard A. Bierly

Richard A. Bierly

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), David T. Hung, M.D., President and Chief Executive Officer of Medivation, Inc. (the “Company”), and Richard A. Bierly, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:

1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2014, to which this Certification is attached as Exhibit 32.1 (the “Annual Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, as amended; and

2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

In Witness Whereof, the undersigned have set their hands hereto as of the 25th day of February, 2015.

/s/ David T. Hung	/s/ Richard A. Bierly
David T. Hung, M.D.	Richard A. Bierly
President and Chief Executive Officer	Chief Financial Officer

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Medivation, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

XML

Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail)	12 Months Ended
	Dec. 31, 2014
Furniture and fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Estimated Useful Life, years	3 years
Furniture and fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Estimated Useful Life, years	5 years
Computer equipment and software [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Estimated Useful Life, years	3 years
Computer equipment and software [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Estimated Useful Life, years	5 years
Laboratory equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Estimated Useful Life, years	5 years

XML

Build-to-Suit Lease Obligation - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2013 sqft	Dec. 31, 2014
Build To Suit Lease Obligation [Line Items]
Operating lease space, in square feet		142,000
Lease expiry period		December 2019
Amounts capitalized under build-to-suit transactions		18,085
Interest capitalized during construction period for build-to-suit transactions		1,459
Build-to-suit lease obligation current liability		698
Build-to-suit lease obligation non-current liability		18,711
Laboratory Space [Member]
Build To Suit Lease Obligation [Line Items]
Operating lease space, in square feet	52,000
Lease expiry period		July 2024
Optional lease extension term, in years	5 years
Property and equipment [Member]
Build To Suit Lease Obligation [Line Items]
Amounts capitalized under build-to-suit transactions		14,500
Tenant Improvements [Member]
Build To Suit Lease Obligation [Line Items]
Amounts capitalized under build-to-suit transactions		3,600

XML

Business Acquisition - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2014
Business Acquisition [Line Items]
Business acquisition upfront cash payments		$ 5,000,000
Business combination, goodwill	10,000,000	10,000,000
CureTech Ltd [Member]
Business Acquisition [Line Items]
Business acquisition upfront cash payments	5,000,000	5,000,000
Milestone payment	5,000,000
Acquisition-date fair value of contingent consideration payments	106,000,000	106,000,000
Business combination, identifiable intangible asset	101,000,000	101,000,000
Business combination, goodwill	10,000,000	10,000,000
Business combination, Goodwill expected to be deductible for tax purposes	10,000,000	10,000,000
Minimum [Member] | CureTech Ltd [Member]
Business Acquisition [Line Items]
Percentage of royalty	5.00%	5.00%
Maximum [Member] | CureTech Ltd [Member]
Business Acquisition [Line Items]
Percentage of royalty	11.00%	11.00%
Sales milestones earned [Member] | CureTech Ltd [Member]
Business Acquisition [Line Items]
Business acquisition maximum contingent consideration	85,000,000	85,000,000
Development milestones earned [Member] | CureTech Ltd [Member]
Business Acquisition [Line Items]
Business acquisition maximum contingent consideration	$ 245,000,000	$ 245,000,000

XML

Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Taxes [Line Items]
Income (loss) before income tax expense benefit (expense)		$ 260,194,000	$ (42,498,000)	$ (41,250,000)
Excess tax benefits from stock-based compensation		16,965,000
Unrecorded excess stock-based compensation tax benefits		81,400,000
Federal tax provision at statutory rate		35.00%	35.00%	35.00%
Income tax benefit (expense)		16,258,000	(115,000)	(7,000)
Research and development credit and orphan drug credit, expiration dates		2024 through 2034
Alternative minimum tax credits	4,000,000	4,000,000
Valuation allowance increased (decreased)		104,800,000	22,100,000	(8,000,000)
Release of valuation allowance for deferred income taxes	33,403,000	33,403,000
Gross unrecognized tax that would decrease effective tax rate, if recognized	6,700,000	6,700,000
Federal [Member]
Income Taxes [Line Items]
Operating loss carryforwards	160,600,000	160,600,000
Operating loss carryforwards, expiration dates		2032 and 2033
Research and development credit and orphan drug credit	29,000,000	29,000,000
State [Member]
Income Taxes [Line Items]
Operating loss carryforwards	240,400,000	240,400,000
Operating loss carryforwards, expiration dates		At various dates between the years 2019 and 2033
California credit carryforwards [Member]
Income Taxes [Line Items]
Research and development credit and orphan drug credit	$ 13,800,000	$ 13,800,000

XML

Build-to-Suit Lease Obligation - Schedule of Expected Reductions (Increases) in Build-to-Suit Lease Obligation (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Leases [Abstract]
Build-to-Suit Lease Obligation, 2015	$ 698
Build-to-Suit Lease Obligation, 2016	(12)
Build-to-Suit Lease Obligation, 2017	66
Build-to-Suit Lease Obligation, 2018	150
Build-to-Suit Lease Obligation, 2019	241
Build-to-Suit Lease Obligation, 2020 and thereafter	18,266
Total minimum payments	$ 19,409

XML

Commitments and Contingencies - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2014 sqft	Dec. 31, 2014 sqft	Dec. 31, 2013	Dec. 31, 2012
Commitments And Contingencies [Line Items]
Operating lease office space, in square feet	142,000	142,000
Lease expiry period		December 2019
Rent expense		$ 8,100,000	$ 5,200,000	$ 4,600,000
Business acquisition upfront fee		12,000,000
Total consideration under current statement of work	14,800,000
Estimated of development and manufacturing period	18 months
CureTech Ltd [Member]
Commitments And Contingencies [Line Items]
Milestone payment	5,000,000
CureTech Ltd [Member] | Pidilizumab [Member]
Commitments And Contingencies [Line Items]
Business acquisition upfront fee	3,000,000
Manufacturing services and supply agreement period	3 years
Milestone payment		5,000,000
Funding for clinical trial materials		19,300,000
Collateralized letters of credit [Member]
Commitments And Contingencies [Line Items]
Outstanding letters of credit collateralized by restricted cash	11,800,000	11,800,000	9,900,000
Current asset [Member] | Collateralized letters of credit [Member]
Commitments And Contingencies [Line Items]
Outstanding letters of credit collateralized by restricted cash	200,000	200,000
Long-term assets [Member] | Collateralized letters of credit [Member]
Commitments And Contingencies [Line Items]
Outstanding letters of credit collateralized by restricted cash	11,600,000	11,600,000	9,900,000
Corporate Headquarters [Member]
Commitments And Contingencies [Line Items]
Operating lease office space, in square feet	127,000	127,000
Optional lease extension term		5 years
Development milestone payments [Member]
Commitments And Contingencies [Line Items]
Aggregate milestone payments upon achievement of certain development and regulatory milestone events	2,800,000	2,800,000
Percentage of sublicensing income		10.00%
Royalty percentage on sales		4.00%
Sales milestone payments [Member] | Astellas Pharma Inc. [Member]
Commitments And Contingencies [Line Items]
Percentage of sublicensing income		10.00%
Milestone payments eligible to earn		320,000,000
Sales milestone payments under collaborative agreement		50,000,000	25,000,000
Accrued payment to sales milestone payments		$ 5,000,000	$ 2,500,000

XML

Collaboration Agreements - Schedule of Collaboration Revenue Related to Upfront and Milestone Payments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Sales milestones earned	$ 50,000	$ 25,000
Amortization of deferred upfront and development milestones			14,109	25,396	100,944
Total collaboration revenue attributable to upfront and milestone payments			321,109	70,396	145,944
Astellas Pharma Inc. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Total collaboration revenue attributable to upfront and milestone payments			321,109	70,396	73,914
Astellas Pharma Inc. [Member] | Development milestones earned [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Milestones earned			257,000	20,000	45,000
Astellas Pharma Inc. [Member] | Sales milestones earned [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Sales milestones earned			50,000	25,000
Astellas Pharma Inc. [Member] | Amortization of deferred upfront and development milestones [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Amortization of deferred upfront and development milestones			14,109	25,396	28,914
Pfizer [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Total collaboration revenue attributable to upfront and milestone payments			321,109	70,396	145,944
Pfizer [Member] | Amortization of deferred upfront and development milestones [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Amortization of deferred upfront and development milestones					$ 72,030

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense

Income tax benefit (expense) for the periods presented consisted of the following:

	Years Ended December 31,
	2014			2013			2012
Current:
Federal	$	(19,476	)	$	(7	)	$	(7	)
State		(1,496	)		(108	)		—
Total current		(20,972	)		(115	)		(7	)
Deferred:
Federal		36,917			—			—
State		313			—			—
Total deferred		37,230			—			—
Total income tax benefit (expense)	$	16,258		$	(115	)	$	(7	)

Schedule of Reconciliation of Statutory Federal Income Tax Rate

A reconciliation of the statutory Federal income tax rate of 35% to the Company’s effective income tax rates is as follows:

	Years Ended December 31,
	2014			2013			2012
Federal tax provision at statutory rate		35.0	%		35.0	%		35.0	%
State taxes (net of Federal benefit)		0.4	%		1.4	%		10.8	%
Orphan drug credit		—			—			0.3	%
Stock-based compensation		0.1	%		(0.2	%)		1.5	%
Non-deductible officer compensation		0.1	%		(1.8	%)		(1.9	%)
Change in valuation allowance		(40.5	%)		(52.1	%)		(45.5	%)
Research and development credits		(1.5	%)		17.1	%		—
Other		0.2	%		0.3	%		(0.2	%)
Effective income tax rate		(6.2	%)		(0.3	%)		0.0	%

Schedule of Company's Deferred Tax Assets

Significant components of the Company’s deferred tax assets for Federal and state income taxes are follows:

	December 31,
	2014			2013
Deferred tax assets:
Deferred revenue	$	1,005		$	6,073
Net operating loss carryforward		9,100			80,620
Stock-based compensation		26,000			21,257
Tax credits		12,098			22,616
Intangible assets		5,259			—
Accruals and reserves		15,247			10,544
Total deferred tax assets		68,709			141,110
Less: valuation allowance		(16,023	)		(120,807	)
Total net deferred tax assets		52,686			20,303
Deferred tax liabilities
Depreciation		(2,741	)		(2,674	)
Convertible Notes		(12,792	)		(17,629	)
Total deferred tax liabilities		(15,533	)		(20,303	)
Net deferred tax assets	$	37,153		$	—
Recorded as:
Net current deferred tax assets	$	21,987		$	5,541
Net non-current deferred tax assets		15,176			—
Net non-current deferred tax liabilities (included in “Other non-current liabilities”)		(10	)		(5,541	)
Net deferred tax assets	$	37,153		$	—

Schedule of Gross Unrecognized Tax Positions

The following table summarizes activity related to the Company’s gross unrecognized tax positions:

	December 31,
	2014			2013			2012
Balance as of beginning of year	$	5,955		$	4,602		$	3,936
Additions based on tax positions related to the current year		6,439			702			400
Additions based on tax position related to prior year		—			660			270
Decreases based on tax positions related to prior year		(27	)		(9	)		(4	)
Balance as of end of year	$	12,367		$	5,955		$	4,602

XML

Commitments and Contingencies - Schedule of Future Operating Lease Obligations (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Operating Leases, 2015	$ 8,008
Operating Leases, 2016	8,170
Operating Leases, 2017	8,334
Operating Leases, 2018	8,499
Operating Leases, 2019	4,431
Operating Leases, 2020 and thereafter	0
Total minimum lease payments	$ 37,442

XML

Income Taxes - Schedule of Company's Deferred Tax Assets (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Deferred revenue	$ 1,005	$ 6,073
Net operating loss carryforward	9,100	80,620
Stock-based compensation	26,000	21,257
Tax credits	12,098	22,616
Intangible assets	5,259
Accruals and reserves	15,247	10,544
Total deferred tax assets	68,709	141,110
Less: valuation allowance	(16,023)	(120,807)
Total net deferred tax assets	52,686	20,303
Depreciation	(2,741)	(2,674)
Convertible Notes	(12,792)	(17,629)
Total deferred tax liabilities	(15,533)	(20,303)
Net deferred tax assets	37,153
Net current deferred tax assets	21,987	5,541
Net non-current deferred tax assets	15,176
Net non-current deferred tax liabilities (included in "Other non-current liabilities")	(10)	(5,541)
Net deferred tax assets	$ 37,153

XML

Accounts Payable, Accrued Expenses and Other Current Liabilities - Components of Accounts Payable, Accrued Expenses and Other Current Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Payables and Accruals [Abstract]
Payroll and payroll-related	$ 33,272	$ 23,832
Clinical and preclinical	31,069	34,182
Royalties payable	13,582	6,377
Accounts payable	10,492	3,290
Accrued professional services and other current liabilities	8,913	6,879
Other payable to licensor	5,000	2,500
Taxes payable	2,106
Interest payable	1,698	1,698
Total	$ 106,132	$ 78,758

XML

Fair Value Measurements - Fair Value of Other Financial Instruments Not Measured on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible Notes	$ 222,140	$ 208,414
Fair value, measurements, nonrecurring [Member] | Fair Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Bank deposits (included in "Cash and cash equivalents")	313,646	39,696
Convertible Notes	359,219	277,145
Fair value, measurements, nonrecurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Bank deposits (included in "Cash and cash equivalents")	313,646	39,696
Fair value, measurements, nonrecurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible Notes	$ 359,219	$ 277,145

XML

Selected Quarterly Financial Data - Selected Quarterly Financial Data (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Collaboration revenue	$ 274,730	$ 200,478	$ 148,090	$ 87,189	$ 96,612	$ 60,027	$ 70,149	$ 46,154	$ 710,487	$ 272,942	$ 181,696
Operating expenses	(131,253)	(108,595)	(93,139)	(95,654)	(88,587)	(68,025)	(70,095)	(68,476)	(428,641)	(295,183)	(207,910)
Income (loss) from operations	143,477	91,883	54,951	(8,465)	8,025	(7,998)	54	(22,322)	281,846	(22,241)	(26,214)
Net income (loss)	$ 164,205	$ 77,993	$ 47,919	$ (13,665)	$ 2,768	$ (13,313)	$ (4,898)	$ (27,170)	$ 276,452	$ (42,613)	$ (41,257)
Basic net income (loss) per common share	$ 2.11	$ 1.01	$ 0.63	$ (0.18)	$ 0.04	$ (0.18)	$ (0.07)	$ (0.36)	$ 3.59	$ (0.57)	$ (0.56)
Diluted net income (loss) per common share	$ 1.96	$ 0.96	$ 0.60	$ (0.18)	$ 0.03	$ (0.18)	$ (0.07)	$ (0.36)	$ 3.42	$ (0.57)	$ (0.56)
Weighted-average common shares used in the calculation of basic net income (loss) per common share	77,822	77,056	76,577	76,245	75,560	75,255	75,013	74,824	76,929	75,165	73,480
Weighted-average common shares used in the calculation of diluted net income (loss) per common share	85,756	81,223	80,491	76,245	79,912	75,255	75,013	74,824	85,000	75,165	73,480

XML

Fair Value Measurements - Additional Information (Detail) (Fair value, measurements, nonrecurring [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Fair value, measurements, nonrecurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of the debt	$ 496.8	$ 383.3

XML

Income Taxes - Schedule of Income Tax Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Current Federal	$ (19,476)	$ (7)	$ (7)
Current State	(1,496)	(108)
Total current	(20,972)	(115)	(7)
Deferred Federal	36,917
Deferred State	313
Total deferred	37,230
Total income tax benefit (expense)	$ 16,258	$ (115)	$ (7)

XML

Collaboration Agreements (Tables)

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Potential Milestone Payments in Sales

The triggering events for the sales milestone payments are as follows:

Annual Global Net Sales in a Calendar Year	Milestone Payment(1)
$400 million	(2)
$800 million	(3)
$1.2 billion	$70 million
$1.6 billion	$175 million

(1) Each milestone shall only be paid once during the term of the Astellas Collaboration Agreement.

(2) This milestone totaling $25.0 million was earned and recognized as collaboration revenue during the fourth quarter of 2013 and payment was received in the first quarter of 2014.

(3) This milestone totaling $50.0 million was earned and recognized as collaboration revenue during the fourth quarter of 2014 and is included in receivable from collaboration partner on the consolidated balance sheet at December 31, 2014. Payment was received during the first quarter of 2015.

Schedule of Collaboration Revenue

Collaboration revenue was as follows:

	Years Ended December 31,
	2014		2013		2012
Collaboration revenue:
Related to U.S. XTANDI sales	$	339,902	$	196,208	$	35,752
Related to ex-U.S. XTANDI sales		49,476		6,338		—
Related to upfront and milestone payments		321,109		70,396		145,944
Total	$	710,487	$	272,942	$	181,696

Schedule of Collaboration Revenue Related to U.S. XTANDI Sales

Collaboration revenue related to U.S. XTANDI sales was as follows:

	Years Ended December 31,
	2014			2013			2012
U.S. XTANDI sales (as reported by Astellas)	$	679,805		$	392,415		$	71,504
Shared U.S. development and commercialization costs		(323,730	)		(241,106	)		(88,908	)
Pre-tax U.S. profit (loss)	$	356,075		$	151,309		$	(17,404	)
Medivation’s share of pre-tax U.S. profit (loss)	$	178,037		$	75,655		$	(8,702	)
Reimbursement of Medivation’s share of shared U.S. costs		161,865			120,553			44,454
Collaboration revenue related to U.S. XTANDI sales	$	339,902		$	196,208		$	35,752

Schedule of Collaboration Revenue Related to Upfront and Milestone Payments

Collaboration revenue related to upfront and milestone payments was as follows:

	Years Ended December 31,
	2014		2013		2012
From Astellas:
Development milestones earned	$	257,000	$	20,000	$	45,000
Sales milestones earned		50,000		25,000		—
Amortization of deferred upfront and development milestones		14,109		25,396		28,914
		321,109		70,396		73,914
From Pfizer:
Amortization of deferred upfront and development milestones		—		—		72,030
Total	$	321,109	$	70,396	$	145,944

Development and Commercialization Cost-Sharing Payments

The following table summarizes the reductions in R&D expenses related to development cost sharing payments:

	Years Ended December 31,
	2014		2013		2012
Development cost-sharing payments from Astellas	$	63,479	$	46,594	$	47,473
Development cost-sharing payments from Pfizer		—		—		1,740
Total	$	63,479	$	46,594	$	49,213

The following table summarizes the (increases) reductions in SG&A expenses related to commercialization cost-sharing payments:

	Years Ended December 31,
	2014			2013			2012
Commercialization cost-sharing payments to Astellas	$	(36,094	)	$	(11,973	)	$	(3,437	)
Commercialization cost-sharing payments from Pfizer		—			—			9
Total	$	(36,094	)	$	(11,973	)	$	(3,428	)

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Net Income (Loss) Per Common Share - Calculation of Diluted Net Income (Loss) Per Common Share (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Numerator:
Net income (loss)	$ 164,205	$ 77,993	$ 47,919	$ (13,665)	$ 2,768	$ (13,313)	$ (4,898)	$ (27,170)	$ 276,452	$ (42,613)	$ (41,257)
Interest expense on convertible notes, net of tax									14,030
Numerator for diluted net income (loss) per common share calculation									$ 290,482	$ (42,613)	$ (41,257)
Denominator:
Weighted-average common shares, basic	77,822	77,056	76,577	76,245	75,560	75,255	75,013	74,824	76,929	75,165	73,480
Dilutive effect of common stock equivalents									8,071
Weighted-average common shares, diluted	85,756	81,223	80,491	76,245	79,912	75,255	75,013	74,824	85,000	75,165	73,480
Basic net income (loss) per common share	$ 2.11	$ 1.01	$ 0.63	$ (0.18)	$ 0.04	$ (0.18)	$ (0.07)	$ (0.36)	$ 3.59	$ (0.57)	$ (0.56)
Diluted net income (loss) per common share	$ 1.96	$ 0.96	$ 0.60	$ (0.18)	$ 0.03	$ (0.18)	$ (0.07)	$ (0.36)	$ 3.42	$ (0.57)	$ (0.56)

XML

Collaboration Agreements - Schedule of Potential Milestone Payments in Sales (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Milestone payments earned	$ 50	$ 25

XML

Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Fair Value [Member] | Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 189,031	$ 189,092
Current Liabilities [Member] | Fair Value [Member] | Contingent consideration [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	10,000
Long Term Liabilities [Member] | Fair Value [Member] | Contingent consideration [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	96,000
Level 1 [Member] | Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	189,031	189,092
Level 3 [Member] | Current Liabilities [Member] | Contingent consideration [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	10,000
Level 3 [Member] | Long Term Liabilities [Member] | Contingent consideration [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 96,000

XML

Description of Business - Additional Information (Detail) (USD $)	12 Months Ended	28 Months Ended
	Dec. 31, 2014	Dec. 31, 2014	Dec. 31, 2013
Organization And Description Of Business [Line Items]
Cumulative net losses	$ (57,709,000)	$ (57,709,000)	$ (334,161,000)
Debt instrument, interest rate	2.625%	2.625%
Convertible senior notes, maturity date	Apr. 01, 2017
Astellas Pharma Inc. [Member] | Milestone and cost-sharing payments [Member]
Organization And Description Of Business [Line Items]
Remaining sales milestone payments may receive	245,000,000
XTANDI [Member]
Organization And Description Of Business [Line Items]
Number of commercial product	1	1
XTANDI [Member] | Astellas Pharma Inc. [Member]
Organization And Description Of Business [Line Items]
World wide net sales		$ 1,600,000,000
Collaborative agreement [Member] | Astellas Pharma Inc. [Member]
Organization And Description Of Business [Line Items]
Royalty received on ex-U.S. sales per collaboration arrangement	Low teens to the low twenties

XML

Convertible Senior Notes Due 2017 - Additional Information (Detail) (USD $)	0 Months Ended	12 Months Ended
	Sep. 21, 2012	Dec. 31, 2014 D	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Convertible Notes, maturity date		Apr. 01, 2017
Convertible Notes, payment terms		The Convertible Notes bear interest at a rate of 2.625% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2012.
Convertible Notes, aggregate principal amount		$ 258,800,000
Debt instrument, interest rate		2.625%
Maximum percentage of conversion price upon redemption of Convertible Notes		130.00%
Percentage of redemption price to principal amount of note		100.00%
Convertible Notes, conversion term description		(1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2012, if the closing sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the Convertible Notes in effect on each applicable trading day; (2) during the five consecutive trading-day period following any five consecutive trading-day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) upon the occurrence of specified corporate events; or (4) if the Company calls any Convertible Notes for redemption, at any time until the close of business on the second business day preceding the redemption date. On or after January 1, 2017 until the close of business on the second business day immediately preceding the stated maturity date, holders may surrender their Convertible Notes for conversion at any time, regardless of the foregoing circumstances.
Number of trading days		20
Consecutive trading days		30 days
Conversion rate of common stock, shares per principal amount	19.5172	19.5172
Debt instrument convertible increment of principal amount of conversion	1,000	1,000
Conversion price, per share of common stock	$ 51.24	$ 51.24
Issuance costs		8,400,000
Convertible Notes, issuance costs allocated to debt component		6,100,000
Additional Paid-In Capital [Member]
Debt Instrument [Line Items]
Convertible Notes, issuance costs allocated to equity component		2,300,000
Equity component [Member]
Debt Instrument [Line Items]
Convertible Notes, equity component		71,700,000
Debt component [Member]
Debt Instrument [Line Items]
Debt instrument convertible debt equity component		$ 187,100,000
2.625% convertible senior notes due 2017 [Member]
Debt Instrument [Line Items]
Debt instrument, effective percentage rate		10.71%	10.71%	10.71%

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Stockholders' Equity - Schedule of Black-Scholes Assumptions Used to Estimate Fair Value of Shares Issued under ESPP (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility		45.00%
Expected term (in years)	6 months	6 months
Risk-free interest rate		0.04%
Expected dividend yield	0.00%	0.00%
Minimum [Member] | ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	43.00%
Risk-free interest rate	0.04%
Expected dividend yield	0.00%
Maximum [Member] | ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	53.00%
Risk-free interest rate	0.06%
Expected dividend yield	0.00%

XML

Stockholders' Equity - Schedule of Value of Options Vested and Exercised (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stockholders' Equity Note [Abstract]
Intrinsic value of options exercised	$ 145,842	$ 35,155	$ 116,867
Grant-date fair value of options vested	$ 38,147	$ 22,278	$ 10,795
Weighted-average grant-date fair value per share of options granted	$ 43.35	$ 30.39	$ 26.01

XML

Collaboration Agreements - Development and Commercialization Cost-Sharing Payments (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Development cost-sharing payments [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Development cost-sharing payments	$ 63,479	$ 46,594	$ 49,213
Development cost-sharing payments [Member] | Astellas Pharma Inc. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Development cost-sharing payments	63,479	46,594	47,473
Development cost-sharing payments [Member] | Pfizer [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Development cost-sharing payments			1,740
Commercial cost sharing-payments [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Commercialization cost-sharing payments	(36,094)	(11,973)	(3,428)
Commercial cost sharing-payments [Member] | Astellas Pharma Inc. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Commercialization cost-sharing payments	(36,094)	(11,973)	(3,437)
Commercial cost sharing-payments [Member] | Pfizer [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Commercialization cost-sharing payments			$ 9

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company operates in one business segment.

All tabular disclosures of dollar and share amounts are presented in thousands unless otherwise indicated. All per share amounts are presented at their actual amounts. The number of shares issuable under the Amended and Restated 2004 Equity Incentive Award Plan, or the Medivation Equity Incentive Plan, and the Medivation, Inc. 2013 Employee Stock Purchase Plan, or ESPP, disclosed in Note 10, “Stockholders’ Equity,” are presented at their actual amounts. Amounts presented herein may not calculate or sum precisely due to rounding.

Certain prior period amounts have been reclassified to conform to the current year presentation. There was no effect on net income (loss) or stockholders’ equity related to these reclassifications.

(b) Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Although management believes that these estimates are reasonable, actual future results could differ materially from those estimates. In addition, had different estimates and assumptions been used, the consolidated financial statements could have differed materially from what is presented.

Significant estimates and assumptions used by management principally relate to revenue recognition, including reliance on third party information, estimating the performance periods of the Company’s deliverables under collaboration agreements, and estimating the various deductions from gross sales to calculate net sales of XTANDI. Additionally, significant estimates and assumptions used by management include those related to business combination accounting, the Convertible Notes, determining whether the Company is the primary beneficiary of any variable interest entities, leases, taxes, research and development and other accruals, and share-based compensation.

(c) Capital Structure

On September 20, 2012, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, effecting an increase in the total number of authorized shares of capital stock of the Company from 51,000,000 to 86,000,000 and an increase in the total number of authorized shares of common stock of the Company from 50,000,000 to 85,000,000.

On September 21, 2012, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, effecting (i) an increase in the total number of authorized shares of capital stock of the Company from 86,000,000 to 171,000,000, (ii) an increase in the total number of authorized shares of common stock of the Company from 85,000,000 to 170,000,000, and (iii) a two-for-one forward split of its common stock effective as of 5:00 p.m., Eastern Time, on September 21, 2012.

The Company issued approximately 37.0 million shares of its common stock as a result of the two-for-one forward stock split. The par value of the Company’s common stock remained unchanged at $0.01 per share.

Information regarding shares and amount of common stock, additional paid-in-capital, and net income (loss) per common share for all periods presented reflects the two-for-one forward split of the Company’s common stock. The number of shares of the Company’s common stock issuable upon exercise of outstanding stock options and vesting of other stock-based awards was proportionally increased, and the exercise price per share thereof was proportionally decreased, in accordance with the terms of the Medivation Equity Incentive Plan. Following the completion of the two-for-one forward stock split, the conversion rate of the Company’s Convertible Notes was adjusted to 19.5172 shares of common stock per $1,000 principal amount of the Convertible Notes, equivalent to a conversion price of approximately $51.24 per share of common stock.

(d) Cash and Cash Equivalents

Cash and cash equivalents are stated at cost, which approximates fair market value. The Company considers all highly liquid investments with a remaining maturity of three months or less at the time of acquisition to be cash equivalents.

(e) Short-Term Investments

The Company considers all highly liquid investments with a remaining maturity at the time of acquisition of more than three months but no longer than 12 months to be short-term investments. The Company classifies its short-term investments as available-for-sale securities and reports them at fair value with related unrealized gains and losses included as a component of stockholders’ equity. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in other income (expense), net, on the consolidated statements of operations. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense), net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in other income (expense), net.

(f) Restricted Cash

Restricted cash represents certificates of deposit held in the Company’s name with a major financial institution to secure the Company’s contingent obligations under irrevocable letters of credit issued to certain of its lessors.

(g) Fair Value of Financial Instruments

The estimated fair value of the Company’s cash equivalents is based on quoted market prices. The estimated fair value of contingent consideration is determined utilizing a model that considers the probability of achieving each milestone and an appropriate discount rate. The estimated fair value of the Company’s Convertible Notes is determined using recent trading prices of the Convertible Notes. Other financial instruments, including bank deposits, receivable from collaboration partner, accounts payable, accrued expenses, and other current liabilities are carried at cost, which the Company believes approximates fair value because of the short-term maturities of these instruments.

(h) Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents, short-term investments and receivable from collaboration partner. The Company’s current investment policy is to invest only in (a) debt securities issued by, or backed by the full faith and credit of, the U.S. government, (b) repurchase agreements that are fully collateralized by such debt securities, and (c) money market funds invested exclusively in the types of securities described in (a) and (b) above. Given this investment policy, the Company does not believe its exposure to credit risk with respect to the issuers of the securities in which it invests is material, and accordingly has no formal policy for mitigating such risk. The Company’s cash and cash equivalents are primarily invested in deposits and money market accounts with one major financial institution in the United States. Deposits in this financial institution may exceed the amount of insurance provided on such deposits.

(i) Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Repairs and maintenance costs are expensed in the period incurred. Property and equipment is generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Description	Estimated Useful Life
Furniture and fixtures	3-5 years
Computer equipment and software	3-5 years
Laboratory equipment	5 years

Leasehold improvements are amortized over their estimated useful life or the related lease term, whichever is shorter.

(j) Convertible Notes

The debt and equity components of the Company’s Convertible Notes have been bifurcated and accounted for separately based on the authoritative guidance in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 470-20, “Debt with Conversion and Other Options.” The debt component of the Convertible Notes, which excludes the associated equity conversion feature, was recorded at fair value on the issuance date. The equity component, representing the difference between the aggregate principal amount of the Convertible Notes and the fair value of the debt component, was recorded in additional paid-in capital on the consolidated balance sheet. The discounted carrying value of the Convertible Notes resulting from the bifurcation will be subsequently accreted to its principal amount through the recognition of non-cash interest expense.

Costs related to the issuance of the Convertible Notes, consisting primarily of investment banking, legal and other professional fees were allocated to the debt and equity components of the Company’s Convertible Notes in proportion to the allocation of the principal. Amounts allocated to the debt component were capitalized and are being amortized as non-cash interest expense using the effective yield method over the five-year contract term of the Convertible Notes. Amounts allocated to the equity component were recorded against additional paid-in capital.

(k) Leases

At the inception of a lease, the Company evaluates the lease agreement to determine whether the lease is an operating, capital or build-to-suit lease using the criteria in ASC 840, “Leases.”

Certain lease agreements also require the Company to make additional payments for taxes, insurance, and other operating expenses incurred during the lease period, which are expensed as incurred.

Operating Leases

For operating leases, the Company recognizes rent expense on a straight-line basis over the lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred liability. Where lease agreements contain rent escalation clauses, rent abatements and/or concessions, such as rent holidays and tenant improvement allowances, the Company applies them in the determination of straight-line expense over the lease term.

Capital Leases

Capital leases are recorded as an asset within property and equipment, net and as an obligation at an amount equal to the present value of the minimum lease payments during the lease term. The asset is generally amortized over its estimated useful life or the related lease term, whichever is shorter. Lease payments under capital leases are recognized as a reduction of the capital lease obligation and interest expense.

Build-to-Suit Leases

In certain lease arrangements, the Company is involved in the construction of the building. To the extent the Company is involved with the structural improvements of the construction project or takes construction risk prior to the commencement of a lease, ASC 840-40, “Leases – Sale-Leaseback Transactions (Subsection 05-5),” requires the Company to be considered the owner for accounting purposes of these types of projects during the construction period. Therefore, the Company records an asset in property and equipment, net on the consolidated balance sheets, including capitalized interest costs, for the replacement cost of the Company’s portion of the pre-existing building plus the amount of estimated structural construction costs incurred by the landlord and the Company as of the balance sheet date. The Company records a corresponding build-to-suit lease obligation on its consolidated balance sheets representing the amounts paid by the lessor.

Once construction is complete, the Company considers the requirements for sale-leaseback accounting treatment, including evaluating whether all risks of ownership have been transferred back to the landlord, as evidenced by a lack of continuing involvement in the leased property. If the arrangement does not qualify for sale-leaseback accounting treatment, the building asset remains on the Company’s consolidated balance sheets at its historical cost, and such asset is depreciated over its estimated useful life. The Company bifurcates its lease payments into a portion allocated to the building and a portion allocated to the parcel of land on which the building has been built. The portion of the lease payments allocated to the land is treated for accounting purposes as operating lease payments, and therefore is recorded as rent expense in the consolidated statements of operations. The portion of the lease payments allocated to the building is further bifurcated into a portion allocated to interest expense and a portion allocated to reduce the build-to-suit lease obligation. The interest rate used for the build-to-suit lease obligation represents the Company’s estimated incremental borrowing rate, adjusted to reduce any built in loss. The initial recording of these assets and liabilities is classified as non-cash investing and financing items, respectively, for purposes of the consolidated statements of cash flows.

(l) Business Combinations

Business combinations are accounted for under the acquisition method of accounting. The purchase price, including the fair value of any contingent consideration, is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs are expensed as incurred.

Contingent Consideration

The Company determines the fair value of contingent consideration payable at the acquisition date using a probability-based income approach utilizing an appropriate discount rate. Each reporting period thereafter, the Company re-measures the contingent consideration and records increases or decreases in their fair value as non-cash adjustments in the consolidated statements of operations. Changes in the fair value of contingent consideration payable can result from adjustments to the estimated probability and assumed timing of achieving the underlying milestones, as well as from changes to the discount rates and periods.

In-Process Research and Development

In-process research and development, or IPR&D, represents the fair value assigned to incomplete research projects that the Company acquires through business combinations which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization over that period. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D with its carrying value is performed. If the fair value is less than the carrying amount, a non-cash impairment change is recognized in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is assigned to reporting units and evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist. The impairment test for goodwill uses a two-step approach, which is performed at the entity level as the Company has one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is potential impairment and Step 2 must be performed. Step 2 compares the carrying value of the reporting unit’s goodwill to its implied fair value (e.g., the fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is recorded as a non-cash impairment charge in the consolidated statement of operations.

(m) Litigation

The Company is party to legal proceedings, investigations, and claims in the ordinary course of its business. The Company records accruals for outstanding legal matters when it believes that it is both probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in significant legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for matters for which the likelihood of material loss is at least reasonably possible, the Company provides disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, the Company will provide disclosure to that effect. Gain contingencies, if any, are recorded as a reduction of expense when they are realized.

(n) Collaboration Agreement Payments

The Company accounts for the various payment flows under its collaboration agreement with Astellas, or the Astellas Collaboration Agreement, and its former collaboration agreement with Pfizer in a consistent manner, as follows:

Estimated Performance Periods

Both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer contain multiple elements and deliverables, and required evaluation pursuant to ASC 605-25, “Revenue Recognition—Multiple-Element Arrangements.” The Company concluded that it had multiple deliverables under both collaboration agreements, including deliverables relating to grants of technology licenses, and performance of manufacturing, regulatory and clinical development activities in the United States. In the case of the Astellas Collaboration Agreement, the period in which the Company performed its deliverables began in the fourth quarter of 2009 and is currently estimated to conclude in the second quarter of 2015 upon completion of the Company’s remaining performance obligations. In the case of the former collaboration agreement with Pfizer, the period in which the Company performed its deliverables began in the fourth quarter of 2008 and concluded in the third quarter of 2012 upon completion of the Company’s performance obligations. The Company also concluded that its deliverables under each collaboration agreement should be accounted for as a single unit under ASC 605-25.

Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, the Company’s experience, along with its collaboration partners’ experience, in conducting manufacturing, clinical development and regulatory activities. The Company reviews the estimated duration of its performance periods under its collaboration agreements on a quarterly basis and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaboration agreements could impact the timing of future revenue recognition.

Upfront Payments

The Company received non-refundable, upfront cash payments of $110.0 million and $225.0 million under the Astellas Collaboration Agreement and its former collaboration agreement with Pfizer, respectively. The Company recognizes these payments as collaboration revenue on a straight-line basis over the applicable estimated performance period.

Milestone Payments

The Company is eligible to receive milestone payments under the Astellas Collaboration Agreement based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company’s obligations under the Astellas Collaboration Agreement, and (b) events which do not involve the performance of the Company’s obligations under the Astellas Collaboration Agreement.

The former category of milestone payments consist of those triggered by development and regulatory activities in the United States and by the acceptance for review of marketing applications in Europe and Japan. Management concluded that each of these payments, with one exception, constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. The one exception is the milestone payment for initiation of the Phase 3 PREVAIL trial, an event which management deemed to be reasonably assured at the inception of the Astellas collaboration. This milestone payment was triggered in the third quarter of 2010, and the Company is recognizing the milestone payment as revenue on a straight-line basis over the estimated remaining performance period of the Astellas Collaboration Agreement.

The latter category of milestone payments consists of those triggered by potential marketing approvals in Europe and Japan, and commercial activities globally, all of which are areas in which the Company has no pertinent contractual responsibilities under the Astellas Collaboration Agreement. Management concluded that these payments constitute contingent revenues and thus recognizes them as revenue in the period in which the contingency is met.

Royalties and Profit (Loss) Sharing Payments

Under the Astellas Collaboration Agreement, the Company shares equally profits (losses) on sales of products in the United States and receives royalties on sales of products outside the United States. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 605-10-25-1, “Revenue Recognition.” Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved.

Cost-Sharing Payments

Under both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer, the Company and its collaboration partners share certain development and commercialization costs (including in the case of the Astellas Collaboration Agreement, cost of goods sold and the royalty on net sales payable to The Regents of the University of California, or UCLA, under the Company’s license agreement with UCLA) in the United States. The parties make quarterly cost-sharing payments to one another in amounts necessary to ensure that each party bears its contractual share of the overall shared U.S. development and commercialization costs incurred. The Company’s policy is to account for cost-sharing payments to its collaboration partners as increases in expense in its consolidated statements of operations, while cost-sharing payments by its collaboration partners to the Company are accounted for as reductions in expense. Cost-sharing payments related to development activities and commercialization activities are recorded in research and development expenses, or R&D expenses, and selling, general and administrative expenses, or SG&A expenses, respectively.

Reliance on Third-Party Information

Under the Astellas Collaboration Agreement, Astellas records all XTANDI sales globally and has operational responsibility for certain development and commercialization activities in the United States for which the Company shares costs. Thus, Astellas has control over certain XTANDI-related financial information needed to prepare the Company’s financial statements and related disclosures, including information regarding gross sales, net sales, gross-to-net sales deductions, including estimates of potential future product returns, and shared U.S. development and commercialization costs incurred by Astellas. The Company is dependent on Astellas to provide it with such information in a timely and accurate manner for use in preparing the Company’s consolidated financial statements and disclosures. Certain of this information provided by Astellas is subject to estimates, including estimates used in determining gross-to-net revenue deductions such as payor mix, discounts (including legally mandated discounts to government entities), returns, chargebacks, rebates, and participation levels in patient assistance programs, and estimates regarding accrued development and commercialization costs incurred by Astellas. Under the Astellas Collaboration Agreement, the deductions from gross sales used to derive net sales of XTANDI are determined in a manner consistent with GAAP, consistently applied. Should Astellas fail to provide the Company with any such financial information in a timely manner, or should any such financial information provided by Astellas, or any of the estimates upon which such financial information was based, prove to be inaccurate, the Company could be required to record adjustments in future periods.

(o) Research and Development Expenses and Accruals

R&D expenses are charged to expense as incurred unless there is an alternative future use in other research and development projects or otherwise. R&D expenses are comprised of costs incurred in performing research and development activities, including personnel-related costs, share-based compensation, and facilities-related overhead, outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and pre-clinical materials, research costs, upfront and development milestone payments under license agreements and other consulting services. Non-refundable advance payment for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. In instances where the Company enters into agreements with third parties to provide research and development services to it, costs are expensed as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.

The Company’s accruals for clinical trials and other research and development activities are based on estimates of the services received and efforts expended pursuant to contracts with numerous clinical trial centers, contract research organizations and clinical manufacturing organizations. In the normal course of business the Company contracts with third parties to perform various research and development activities in the on-going development of its product candidates, including, without limitation, third party clinical trial centers and contract research organizations that perform and administer the Company’s clinical trials on its behalf and clinical manufacturing organizations that manufacture clinical trial materials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under these agreements depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its consolidated financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical trials and other research and development activities are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific agreement.

The Company’s accrual estimates are dependent upon the timeliness and accuracy of data provided by third parties regarding the status and cost of studies, and may not match the actual services performed by the organizations. During the course of a clinical trial, the Company adjusts its rate of clinical trial expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued clinical trial expenses as of each balance sheet date based on facts and circumstances known at that time. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. This could result in adjustment to the Company’s R&D expense in future periods. The Company has had no significant adjustments to previously recorded research and development amounts.

(p) Stock-Based Compensation

The Company has granted stock options, restricted stock units, performance share awards, and stock appreciation rights pursuant to the terms of the Medivation Equity Incentive Plan and ESPP shares pursuant to the ESPP. The Company accounts for stock-based compensation awards to employees and directors and ESPP shares in accordance with ASC 718, “Stock Compensation,” and in the case of awards to consultants in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”

Stock-based compensation expense associated with stock options is based on the estimated grant date fair value using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, option term, risk-free interest rate and dividend yield. The Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest.

Stock-based compensation expense associated with restricted stock units is based on the fair value of the Company’s common stock on the grant date, which equals the closing market price of the Company’s common stock on the grant date. For restricted stock units, the Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest. Performance share awards allow the recipients of such awards to earn fully vested shares of the Company’s common stock upon the achievement of pre-established performance objectives. Stock-based compensation expense associated with performance share awards is based on the fair value of the Company’s common stock on the grant date, which equals the closing market price of the Company’s common stock on the grant date, and is recognized when the performance objective is expected to be achieved. The Company evaluates on a quarterly basis the probability of achieving the performance criteria. The cumulative effect on current and prior periods of a change in the estimated number of performance share awards expected to be earned is recognized as compensation expense or as reduction of previously recognized compensation expense in the period of the revised estimate.

The fair value of stock-settled and cash-settled stock appreciation rights is initially measured on the grant date using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. Similar to stock options, compensation expense for stock-settled stock appreciation rights is recognized over the vesting period of the awards that are ultimately expected to vest based on the grant-date fair value. Cash-settled stock appreciation rights are liability-classified awards for which compensation expense and the liability are remeasured at each reporting date through the date of settlement based on the portion of the requisite service period rendered. Upon the conversion of cash-settled stock appreciation rights to stock-settled stock appreciation rights, the awards are remeasured using the then-current Black-Scholes assumptions and the remeasured liability is reclassified to additional paid-in capital.

The Company accounts for the ESPP as a compensatory plan. The fair value of each purchase under the Company’s ESPP is estimated on the date of the beginning of the offering period using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. The Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest.

Equity awards to consultants are typically remeasured at fair value at each reporting date until the awards vest in accordance with ASC 505-50.

The Company applies a forfeiture rate when determining stock-based compensation expense to account for an estimate of the granted awards not expected to vest. If actual forfeitures differ from the expected rate, the Company may be required to make additional adjustments to compensation expense in future periods.

The Black-Scholes valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in the Company’s stock options, stock appreciation rights, or ESPP shares. If the model permitted consideration of the unique characteristics of employee stock options, stock appreciation rights, and ESPP shares, the resulting estimate of fair value of the stock options, stock appreciation rights, and ESPP shares could be different. In addition, if the Company had made different assumptions and estimates for use in the Black-Scholes valuation model, the amount of recognized and to be recognized stock-based compensation expense could have been different.

(q) Promotional and Advertising Costs

Promotional and advertising costs are classified as SG&A expenses and are expensed as incurred. Promotional and advertising expenses consist primarily of the costs of designing, producing and distributing materials promoting the Company and its products, including its corporate website. Under both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer, the Company and its collaboration partners share certain commercialization costs, including certain promotional and advertising costs, in the United States. See Note 3, “Collaboration Agreements,” for additional information regarding cost-sharing with its collaboration partners.

(r) Income Taxes

The Company accounts for income taxes using an asset and liability approach in accordance with the guidance provided by ASC 740-10, “Accounting for Income Taxes.” ASC 740-10 requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, is not expected to be realized.

The Company records a valuation allowance to reduce its deferred tax assets to reflect the net amount that it believes is more likely than not to be realized. Realization of the deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Based upon the weight of available evidence at December 31, 2014, the Company determined that it was more likely than not that a portion of its deferred tax assets would be realizable and consequently released the valuation allowance against Federal and certain state net deferred tax assets during the fourth quarter of 2014 and recorded a discrete tax benefit of $33.4 million during the fourth quarter of 2014. The decision to reverse a portion of the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to the Company’s historical operating results, income or loss in recent periods, cumulative income in recent years, forecasted earnings, forecasted future taxable income, and significant risk and uncertainty related to forecasts. The release of the valuation allowance resulted in the recognition of certain deferred tax assets and a decrease to income tax expense.

Significant judgment in required in evaluating the Company’s uncertain income tax positions based on the guidance in ASC 740-10-25, “Accounting for Uncertainty in Income Taxes.” The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by tax authorities. The tax benefit recognized in the financial statements on a particular tax position is measured on the largest benefit that is more likely than not to be realized. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the liability for changes in facts and circumstances, such as new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, significant amendment to an existing tax law, or resolution of an examination. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax provision in the period in which such determination is made. The resolution of our uncertain income tax positions is dependent on uncontrollable factors such as law changes, new case law, and the willingness of the income tax authorities to settle, including the timing thereof and other factors. Although The Company does not anticipate significant changes to its uncertain income tax positions in the next twelve months, items outside of the Company’s control could cause the uncertain income tax positions to change in the future, which would be recorded in the consolidated statements of operations. Interest and/or penalties related to income tax matters are recognized as a component of income tax expense as incurred.

(s) New Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss, or NOL, carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The Company adopted this amended guidance prospectively as of January 1, 2014. The adoption of this amended guidance did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606), a comprehensive new revenue recognition standard that will supersede the existing revenue recognition guidance. The new accounting guidance creates a framework by which an entity will allocate the transaction price to separate performance obligations and recognize revenue when (or as) each performance obligation is satisfied. Under the new standard, entities will be required to use judgment and make estimates, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price, allocating the transaction price to each separate performance obligation and determining when an entity satisfies its performance obligations. The standard allows for either “full retrospective” adoption, meaning that the standard is applied to all of the periods presented with a cumulative catch-up as of the earliest period presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements with a cumulative catch-up as of the current period. The accounting standard will be effective for reporting periods beginning after December 15, 2016. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.

(t) Out-of-Period Adjustment

In the first quarter of 2013, the Company recorded an out-of-period correcting adjustment that increased operating expenses and net loss by $3.6 million for the three months ended March 31, 2013. Management concluded that the adjustment is not material to the full year 2013 results or any previously reported financial statements.

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Stockholders' Equity - Summary of Restricted Stock Units (Detail) (Restricted stock units [Member], USD $)	12 Months Ended
	Dec. 31, 2014
Restricted stock units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Unvested at December 31, 2013	311,347
Number of Shares, Granted	399,102
Number of Shares, Vested	(134,865)
Number of Shares, Forfeited	(92,004)
Number of Shares, Unvested at December 31, 2014	483,580
Weighted-Average Grant-Date Fair Value, Unvested at December 31, 2013	$ 52.57
Weighted-Average Grant-Date Fair Value, Granted	$ 83.55
Weighted-Average Grant-Date Fair Value, Vested	$ 51.85
Weighted-Average Grant-Date Fair Value, Forfeited	$ 63.95
Weighted-Average Grant-Date Fair Value, Unvested at December 31, 2014	$ 76.20

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Collaboration Agreements - Schedule of Collaboration Revenue (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Related to U.S. XTANDI sales									$ 339,902	$ 196,208	$ 35,752
Related to ex-U.S. XTANDI sales									49,476	6,338
Related to upfront and milestone payments									321,109	70,396	145,944
Collaboration revenue	$ 274,730	$ 200,478	$ 148,090	$ 87,189	$ 96,612	$ 60,027	$ 70,149	$ 46,154	$ 710,487	$ 272,942	$ 181,696

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Build-to-Suit Lease Obligation (Tables)

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

Schedule of Expected Reductions (Increases) in Build-to-Suit Lease Obligation

Expected reductions (increases) in the build-to-suit lease obligation at December 31, 2014 were as follows:

Years Ending December 31,	Build-To-Suit  Lease Obligation
2015	$	698
2016		(12	)
2017		66
2018		150
2019		241
2020 and thereafter		18,266
Total	$	19,409

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Convertible Senior Notes Due 2017 (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Interest Expense on Convertible Notes

Interest expense on the Convertible Notes consisted of the following:

	Years Ended December 31,
	2014		2013		2012
Coupon interest expense	$	6,792	$	6,793	$	5,322
Non-cash amortization of debt discount		13,737		12,407		8,910
Non-cash amortization of debt issuance costs		1,161		1,049		753
Total	$	21,690	$	20,249	$	14,985

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Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 50,856	$ 22,398
Less: Accumulated depreciation	(9,695)	(5,363)
Total	41,161	17,035
Build-to-suit property [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	19,544
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	15,051	12,034
Computer equipment and software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,499	4,503
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,667	3,981
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,360	1,177
Laboratory equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 735	$ 703

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Collaboration Agreements - Collaboration Revenue and Collaboration Receivables - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Collaboration revenue percentage compared to U.S. XTANDI net sales	50.00%	50.00%
Collaboration revenue related to ex-U.S. XTANDI sales	$ 49,500,000	$ 6,300,000	$ 0
Deferred revenue, Current	2,822,000	16,931,000
Collaboration receivable	184,737,000	107,210,000
Collaborative agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Deferred revenue, Current	2,800,000	16,900,000
Collaboration receivable	$ 184,700,000	$ 107,200,000
Development cost-sharing payments [Member] | Collaborative agreement [Member] | Medivation Inc [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Share of developing and commercializing XTANDI U.S.	50.00%
Share of developing and commercializing XTANDI ex-U.S.	33.33%
Commercial cost sharing-payments [Member] | Astellas Pharma Inc. [Member] | Collaborative agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Share of developing and commercializing XTANDI U.S.	50.00%
Share of developing and commercializing XTANDI ex-U.S.	66.67%

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net, consisted of the following:

	December 31,
	2014			2013
Build-to-suit property	$	19,544		$	—
Leasehold improvements		15,051			12,034
Computer equipment and software		9,499			4,503
Furniture and fixtures		4,667			3,981
Construction in progress		1,360			1,177
Laboratory equipment		735			703
		50,856			22,398
Less: Accumulated depreciation		(9,695	)		(5,363	)
Total	$	41,161		$	17,035

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Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Components of Accounts Payable, Accrued Expenses and Other Current Liabilities

Accounts payable, accrued expenses and other current liabilities consisted of the following:

	December 31,
	2014		2013
Payroll and payroll-related	$	33,272	$	23,832
Clinical and preclinical		31,069		34,182
Royalties payable		13,582		6,377
Accounts payable		10,492		3,290
Accrued professional services and other current liabilities		8,913		6,879
Other payable to licensor		5,000		2,500
Taxes payable		2,106		—
Interest payable		1,698		1,698
Total	$	106,132	$	78,758

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Description of Business

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Description of Business

NOTE 1. DESCRIPTION OF BUSINESS

The Company is a biopharmaceutical company focused on the development and commercialization of medically innovative therapies to treat serious diseases for which there are limited treatment options. Through the Company’s collaboration with Astellas Pharma, Inc. or Astellas, it has one commercial product, XTANDI^® (enzalutamide) capsules, or XTANDI. XTANDI has received marketing approval in the United States, Europe, and numerous other countries worldwide for the treatment of patients with metastatic castration-resistant prostate cancer (mCRPC) and in Japan for the treatment of patients with castration-resistant prostate cancer (CRPC). Since its launch in the United States in September 2012, and subsequent launch in additional countries, XTANDI’s worldwide net sales (as reported by Astellas) were approximately $1.6 billion through December 31, 2014. The Company and Astellas are also conducting investigational studies of enzalutamide in prostate cancer and in advanced breast cancer. Under the Company’s collaboration agreement with Astellas, it shares with Astellas equally all profits (losses) related to U.S. net sales of XTANDI. The Company also receives royalties ranging from the low teens to the low twenties on ex-U.S. XTANDI net sales and certain milestone payments upon the achievement of defined development and sales events.

The Company seeks to become a fully-integrated biopharmaceutical company through the continued commercialization of XTANDI, the acquisition or in-license and development and commercialization of other product opportunities (such as pidilizumab), and through the advancement of its own proprietary research and development programs. The Company expects that its future growth may come from both internal research efforts and third party business development activities. In the fourth quarter of 2014, the Company licensed exclusive worldwide rights to pidilizumab, an immune modulatory, anti-Programmed Death-1 (PD-1) monoclonal antibody for all potential indications from CureTech, Ltd., or CureTech. Under the license agreement, the Company is responsible for all development, regulatory, manufacturing, and commercialization activities for pidilizumab. The Company currently anticipates that it may initiate a Phase 3 clinical trial evaluating pidilizumab in one or more hematologic malignancies as early as in 2015. The Company is also considering evaluating pidilizumab in other indications, including but not limited to in combination with enzalutamide in breast and prostate cancer. In addition, the Company’s internal research and discovery efforts are focused, among other areas, in oncology and neurology.

The Company has incurred cumulative net losses of $57.7 million from inception through December 31, 2014, and may incur substantial costs in the foreseeable future as it continues to finance the commercialization of XTANDI in the U.S. market, clinical and preclinical studies of enzalutamide, pidilizumab and its early-stage programs, potential business development activities, and its corporate overhead costs. The Company has funded its operations primarily through public offerings of its common stock, the issuance of 2.625% convertible senior notes due April 1, 2017, or the Convertible Notes, from upfront, milestone, and cost-sharing payments under collaboration agreements, and subsequent to September 13, 2012, from collaboration revenue related to XTANDI net sales. As of December 31, 2014, the Company may earn up to $245.0 million of remaining sales milestones under the Astellas Collaboration Agreement.

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Stock Option Activity

The following table summarizes stock option activity for the year ended December 31, 2014:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value(1)
Outstanding at December 31, 2013		6,614,534		$	22.12
Granted		957,131		$	78.57
Exercised		(2,015,934	)	$	14.43
Forfeited/expired		(487,774	)	$	46.13
Outstanding at December 31, 2014		5,067,957		$	33.52		6.27	$	335.3
Vested and exercisable at December 31, 2014		3,423,815		$	19.70		5.16	$	273.6

(1) The aggregate intrinsic value is calculated as the pre-tax difference between the weighted-average exercise price of the underlying awards and the closing price per share of $99.61 of the Company’s common stock on December 31, 2014. The calculation excludes any awards with an exercise price higher than the closing price of the Company’s common stock on December 31, 2014. The amounts are presented in millions.

Schedule of Value of Options Vested and Exercised

Additional information regarding stock options is set forth below (in thousands, except per share data):

	Years Ended December 31,
	2014		2013		2012
Intrinsic value of options exercised	$	145,842	$	35,155	$	116,867
Grant-date fair value of options vested	$	38,147	$	22,278	$	10,795
Weighted-average grant-date fair value per share of options granted	$	43.35	$	30.39	$	26.01

Summary of Restricted Stock Units

The following table summarizes restricted stock unit activity for the year ended December 31, 2014:

	Number of Shares			Weighted- Average Grant-Date Fair Value
Unvested at December 31, 2013		311,347		$	52.57
Granted		399,102		$	83.55
Vested		(134,865	)	$	51.85
Forfeited		(92,004	)	$	63.95
Unvested at December 31, 2014		483,580		$	76.20

Summary of Stock Appreciation Rights Activity

The following table summarizes stock appreciation rights activity for the year ended December 31, 2014:

	Number of Rights			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value(1)
Outstanding at December 31, 2013		806,116		$	23.98
Granted		—			—
Exercised		(97,994	)	$	23.50
Forfeited		(19,894	)	$	23.82
Outstanding at December 31, 2014		688,228		$	24.05		6.96	$	52.0
Vested and exercisable at December 31, 2014		501,740		$	24.07		6.96	$	37.9

(1) The aggregate intrinsic value is calculated as the pre-tax difference between the weighted-average exercise price of the underlying awards and the closing price per share of $99.61 of the Company’s common stock on December 31, 2014. The calculation excludes any awards with an exercise price higher than the closing price of the Company’s common stock on December 31, 2014. The amounts are presented in millions.

Schedule of Additional Information Regarding Stock Appreciation Rights

Additional information regarding stock appreciation rights is set forth below (in thousands, except per share data):

	Years Ended December 31,
	2014		2013		2012
Intrinsic value of stock appreciation rights exercised	$	7,024	$	1,090	$	—
Fair value of stock appreciation rights vested (based on remeasurement-date fair value)	$	6,834	$	9,955	$	4,307
Weighted-average grant-date fair value per share of stock appreciation rights granted	$	—	$	—	$	14.33
Weighted-average remeasurement-date fair value per share of stock appreciation rights	$	—	$	—	$	32.94

Schedule of Black-Scholes Assumptions Used for Stock options and Stock Appreciation Rights to Employees and Directors

The Black-Scholes assumptions used to estimate the fair value of stock options and stock appreciation rights to employees and directors were as follows:

	Years Ended December 31,
	2014			2013			2012
Expected volatility		60-65	%		64-75	%		66-73	%
Expected term (in years)		5.0-5.5			5.2-5.5			5.3-5.5
Risk-free interest rate		1.56-1.79	%		0.73-1.64	%		0.68-1.01	%
Expected dividend yield		—			—			—

Schedule of Black-Scholes Assumptions Used to Estimate Fair Value of Shares Issued under ESPP

The Black-Scholes assumptions used to estimate the fair value of shares issued under the ESPP on the commencement date of the offering period were as follows:

	Years Ended December 31,
	2014			2013
Expected volatility		43-53	%		45	%
Expected term (in years)		0.5			0.5
Risk-free interest rate		0.04-0.06	%		0.04	%
Expected dividend yield		—			—

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense was as follows:

	Years Ended December 31,
	2014		2013		2012
Stock-based compensation expense recognized as:
R&D expenses	$	17,913	$	16,503	$	11,998
SG&A expenses		27,221		20,575		11,680
Total	$	45,134	$	37,078	$	23,678

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Collaboration Agreements - Collaboration Agreements with Astellas and Pfizer- Additional Information (Detail) (USD $)	12 Months Ended	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2008	Dec. 31, 2009
Collaborative agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Co-promotion of sales and medical affairs percentage	50.00%
Astellas Pharma Inc. [Member] | Collaborative agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Royalty received on ex-U.S. sales per collaboration arrangement	Low teens to the low twenties
Up-front cash payment arrangement [Member] | Pfizer [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Non-refundable, upfront cash payment		$ 225,000,000
Up-front cash payment arrangement [Member] | Astellas Pharma Inc. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Non-refundable, upfront cash payment			110,000,000
Development cost-sharing payments [Member] | Pfizer [Member] | Collaborative agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Share percentage of developing and commercializing dimebon		60.00%
Commercial cost sharing-payments [Member] | Medivation [Member] | Collaborative agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Share percentage of developing and commercializing dimebon		40.00%
Development milestone payments [Member] | Astellas Pharma Inc. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Eligible to receive milestone payments	335,000,000
Milestone payments earned	335.0
Sales milestone payments [Member] | Astellas Pharma Inc. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Eligible to receive milestone payments	320,000,000
Milestone payments earned	75.0
Remaining future milestone payments eligible to receive	245,000,000

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Convertible Senior Notes Due 2017 - Interest Expense on Convertible Notes (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
Coupon interest expense	$ 6,792	$ 6,793	$ 5,322
Non-cash amortization of debt discount	13,737	12,407	8,910
Non-cash amortization of debt issuance costs	1,161	1,049	753
Total	$ 21,690	$ 20,249	$ 14,985

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Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Federal tax provision at statutory rate	35.00%	35.00%	35.00%
State taxes (net of Federal benefit)	0.40%	1.40%	10.80%
Orphan drug credit			0.30%
Stock-based compensation	0.10%	(0.20%)	1.50%
Non-deductible officer compensation	0.10%	(1.80%)	(1.90%)
Change in valuation allowance	(40.50%)	(52.10%)	(45.50%)
Research and development credits	(1.50%)	17.10%
Other	0.20%	0.30%	(0.20%)
Effective income tax rate	(6.20%)	(0.30%)	0.00%

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 502,677	$ 228,788
Receivable from collaboration partner	184,737	107,210
Deferred income tax assets	21,987	5,541
Prepaid expenses and other current assets	12,264	12,440
Restricted cash	203
Total current assets	721,868	353,979
Property and equipment, net	41,161	17,035
Intangible assets	101,000
Deferred income tax assets, noncurrent	15,176
Restricted cash, net of current	11,562	9,899
Goodwill	10,000
Other non-current assets	10,852	11,737
Total assets	911,619	392,650
Current liabilities:
Accounts payable, accrued expenses and other current liabilities	106,132	78,758
Contingent consideration	10,000
Deferred revenue	2,822	16,931
Current portion of build-to-suit lease obligation	698
Total current liabilities	119,652	95,689
Convertible Notes, net of unamortized discount of $36,598 and $50,336 at December 31, 2014 and 2013, respectively	222,140	208,414
Contingent consideration	96,000
Build-to-suit lease obligation, excluding current portion	18,711
Other non-current liabilities	5,817	11,600
Total liabilities	462,320	315,703
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock, $0.01 par value per share; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.01 par value per share; 170,000,000 shares authorized; 78,117,227 and 75,803,020 shares issued and outstanding at December 31, 2014 and 2013, respectively	781	758
Additional paid-in capital	506,227	410,350
Accumulated deficit	(57,709)	(334,161)
Total stockholders' equity	449,299	76,947
Total liabilities and stockholders' equity	$ 911,619	$ 392,650

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Collaboration Agreements - Schedule of Collaboration Revenue Related to U.S. XTANDI Sales (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Collaboration revenue related to U.S. XTANDI sales	$ 339,902	$ 196,208	$ 35,752
U.S. XTANDI sales [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Collaboration revenue related to U.S. XTANDI sales	339,902	196,208	35,752
U.S. XTANDI sales [Member] | Astellas Pharma Inc. [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
U.S. XTANDI sales (as reported by Astellas)	679,805	392,415	71,504
Shared U.S. development and commercialization costs	(323,730)	(241,106)	(88,908)
Pre-tax U.S. profit (loss)	356,075	151,309	(17,404)
U.S. XTANDI sales [Member] | Medivation [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Medivation's share of pre-tax U.S. profit (loss)	178,037	75,655	(8,702)
Reimbursement of Medivation's share of shared U.S. costs	$ 161,865	$ 120,553	$ 44,454

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cash flows from operating activities:
Net income (loss)	$ 276,452	$ (42,613)	$ (41,257)
Adjustments for non-cash operating items:
Release of valuation allowance for deferred income taxes	(33,403)
Excess tax benefits from stock-based compensation	(16,965)
Changes in deferred income taxes	(3,827)
Amortization of deferred revenue	(14,109)	(25,396)	(100,944)
Stock-based compensation	45,134	37,078	23,678
Amortization of debt discount and debt issuance costs	14,898	13,456	9,663
Depreciation on property and equipment	5,239	3,449	1,614
Asset impairment and other charges	1,124	158	80
Accretion of discount on securities		(168)	(166)
Changes in operating assets and liabilities:
Receivable from collaboration partners	(77,527)	(71,752)	(22,913)
Prepaid expenses and other current assets	301	(3,953)	(1,114)
Other non-current assets	(401)	(7,353)	(581)
Accounts payable, accrued expenses and other current liabilities	43,935	27,889	19,312
Other non-current liabilities	(252)	996	8,210
Interest payable			1,698
Net cash provided by (used) in operating activities	240,599	(68,209)	(102,720)
Cash flows from investing activities:
Purchases of property and equipment	(10,544)	(7,535)	(13,972)
Payments to CureTech, Ltd. under License Agreement	(5,000)
Change in restricted cash	(1,866)	(713)	(3,197)
Reduction of build to suit obligation	(135)
Purchases of short-term investments		(144,926)	(424,757)
Maturities of short-term investments		370,000	275,000
Net cash (used in) provided by investing activities	(17,545)	216,826	(166,926)
Cash flows from financing activities:
Proceeds from issuance of common stock under equity incentive and stock purchase plans	33,882	8,870	22,046
Excess tax benefits from stock-based compensation	16,965
Repayment of Convertible Notes	(12)
Proceeds from issuance of Convertible Notes, net			250,987
Financing transaction costs			(614)
Tax withholdings related to net share settlement of performance share awards			(1,608)
Net cash provided by financing activities	50,835	8,870	270,811
Net increase in cash and cash equivalents	273,889	157,487	1,165
Cash and cash equivalents at beginning of year	228,788	71,301	70,136
Cash and cash equivalents at end of year	502,677	228,788	71,301
Supplemental disclosures of cash flow information:
Interest	6,792	6,792	3,623
Income taxes, net of refunds	1,525	(127)	23
Non-cash investing and financing activities:
Amounts capitalized under build-to-suit lease transactions	18,085
Interest capitalized during construction period for build-to-suit lease transactions	1,459
Property and equipment expenditures incurred but not yet paid	242	99	254
Stock appreciation rights-reclassification from current liabilities to stockholders' equity			$ 110

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Stockholders' Equity - Summary of Stock Option Activity (Detail) (Stock options [Member], USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Outstanding at December 31, 2013	6,614,534
Number of Options, Granted	957,131
Number of Options, Exercised	(2,015,934)
Number of Options, Forfeited/expired	(487,774)
Number of Options, Outstanding at December 31, 2014	5,067,957
Number of Options, Vested and exercisable at December 31, 2014	3,423,815
Weighted Average Exercise Price, Outstanding at December 31, 2013	$ 22.12
Weighted Average Exercise Price, Granted	$ 78.57
Weighted Average Exercise Price, Exercised	$ 14.43
Weighted Average Exercise Price, Forfeited/expired	$ 46.13
Weighted Average Exercise Price, Outstanding at December 31, 2014	$ 33.52
Weighted Average Exercise Price, Vested and exercisable at December 31, 2014	$ 19.70
Weighted Average Remaining Contractual Term (in years), Outstanding at December 31, 2014	6 years 3 months 7 days
Weighted Average Remaining Contractual Term (in years), Vested and exercisable at December 31, 2014	5 years 1 month 28 days
Aggregate Intrinsic Value, Outstanding at December 31, 2014	$ 335.3
Aggregate Intrinsic Value, Vested and exercisable at December 31, 2014	$ 273.6

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Operating Lease Obligations

Future operating lease obligations as of December 31, 2014, are as follows:

Years Ending December 31,	Operating Leases
2015	$	8,008
2016		8,170
2017		8,334
2018		8,499
2019		4,431
2020 and thereafter		—
Total	$	37,442

Schedule of Future Lease Cash Payments under Build to Suit Lease

Expected future lease payments under the build-to-suit lease as of December 31, 2014 are as follows:

Years Ending December 31,	Expected Cash Payments Under Build- To-Suit Lease Obligation
2015	$	2,435
2016		2,538
2017		2,614
2018		2,692
2019		2,773
2020 and thereafter		14,162
Total minimum lease payments	$	27,214

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Stockholders' Equity - Schedule of Additional Information Regarding Stock Appreciation Rights (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock appreciation rights vested (based on remeasurement-date fair value)	$ 7,000	$ 11,800	$ 6,200
Stock appreciation rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of stock appreciation rights exercised	7,024	1,090
Fair value of stock appreciation rights vested (based on remeasurement-date fair value)	$ 6,834	$ 9,955	$ 4,307
Weighted-average grant-date fair value per share of stock appreciation rights granted			$ 14.33
Weighted-average remeasurement-date fair value per share of stock appreciation rights			$ 32.94

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Selected Quarterly Financial Data

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Data

NOTE 15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table presents the unaudited quarterly results of operations of the Company for the years ended December 31, 2014 and 2013, respectively. The unaudited financial information is prepared on the same basis as the audited consolidated financial statements. The Company’s operating results for any quarter are not necessarily indicative of results for any future quarters or for a full year.

	Quarters Ended
	March 31,			June 30,			September 30,			December 31,
2014:
Collaboration revenue	$	87,189		$	148,090		$	200,478		$	274,730
Operating expenses	$	(95,654	)	$	(93,139	)	$	(108,595	)	$	(131,253	)
Income (loss) from operations	$	(8,465	)	$	54,951		$	91,883		$	143,477
Net income (loss)	$	(13,665	)	$	47,919		$	77,993		$	164,205
Basic net income (loss) per common share	$	(0.18	)	$	0.63		$	1.01		$	2.11
Diluted net income (loss) per common share	$	(0.18	)	$	0.60		$	0.96		$	1.96
Weighted-average common shares used in the calculation of basic net income (loss) per common share		76,245			76,577			77,056			77,822
Weighted-average common shares used in the calculation of diluted net income (loss) per common share		76,245			80,491			81,223			85,756
2013:
Collaboration revenue	$	46,154		$	70,149		$	60,027		$	96,612
Operating expenses	$	(68,476	)	$	(70,095	)	$	(68,025	)	$	(88,587	)
Income (loss) from operations	$	(22,322	)	$	54		$	(7,998	)	$	8,025
Net income (loss)	$	(27,170	)	$	(4,898	)	$	(13,313	)	$	2,768
Basic net income (loss) per common share	$	(0.36	)	$	(0.07	)	$	(0.18	)	$	0.04
Diluted net income (loss) per common share	$	(0.36	)	$	(0.07	)	$	(0.18	)	$	0.03
Weighted-average common shares used in the calculation of basic net income (loss) per common share		74,824			75,013			75,255			75,560
Weighted-average common shares used in the calculation of diluted net income (loss) per common share		74,824			75,013			75,255			79,912

Net income (loss) per common share amounts for the 2014 and 2013 quarters and full years have been computed separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the weighted average shares outstanding during each quarter due to the effect of potentially dilutive securities only in the periods in which such effect would be dilutive.

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Selected Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Data

The following table presents the unaudited quarterly results of operations of the Company for the years ended December 31, 2014 and 2013, respectively. The unaudited financial information is prepared on the same basis as the audited consolidated financial statements. The Company’s operating results for any quarter are not necessarily indicative of results for any future quarters or for a full year.

	Quarters Ended
	March 31,			June 30,			September 30,			December 31,
2014:
Collaboration revenue	$	87,189		$	148,090		$	200,478		$	274,730
Operating expenses	$	(95,654	)	$	(93,139	)	$	(108,595	)	$	(131,253	)
Income (loss) from operations	$	(8,465	)	$	54,951		$	91,883		$	143,477
Net income (loss)	$	(13,665	)	$	47,919		$	77,993		$	164,205
Basic net income (loss) per common share	$	(0.18	)	$	0.63		$	1.01		$	2.11
Diluted net income (loss) per common share	$	(0.18	)	$	0.60		$	0.96		$	1.96
Weighted-average common shares used in the calculation of basic net income (loss) per common share		76,245			76,577			77,056			77,822
Weighted-average common shares used in the calculation of diluted net income (loss) per common share		76,245			80,491			81,223			85,756
2013:
Collaboration revenue	$	46,154		$	70,149		$	60,027		$	96,612
Operating expenses	$	(68,476	)	$	(70,095	)	$	(68,025	)	$	(88,587	)
Income (loss) from operations	$	(22,322	)	$	54		$	(7,998	)	$	8,025
Net income (loss)	$	(27,170	)	$	(4,898	)	$	(13,313	)	$	2,768
Basic net income (loss) per common share	$	(0.36	)	$	(0.07	)	$	(0.18	)	$	0.04
Diluted net income (loss) per common share	$	(0.36	)	$	(0.07	)	$	(0.18	)	$	0.03
Weighted-average common shares used in the calculation of basic net income (loss) per common share		74,824			75,013			75,255			75,560
Weighted-average common shares used in the calculation of diluted net income (loss) per common share		74,824			75,013			75,255			79,912

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Estimated Useful Lives of Property and Equipment

Property and equipment is generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Description	Estimated Useful Life
Furniture and fixtures	3-5 years
Computer equipment and software	3-5 years
Laboratory equipment	5 years

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Stockholders' Equity - Schedule of Stock-Based Compensation Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation	$ 45,134	$ 37,078	$ 23,678
R&D expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation	17,913	16,503	11,998
SG&A expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation	$ 27,221	$ 20,575	$ 11,680

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Consolidated Statements of Stockholders' Equity (USD $) In Thousands, except Share data	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]
Balances at Dec. 31, 2011	$ 1,321	$ 714	$ 250,885	$ 13	$ (250,291)
Balance, Shares at Dec. 31, 2011		71,463,676
Common stock issued under equity incentive and employee stock purchase plans, net of shares withheld for employee taxes, Amount	20,438	34	20,404
Common stock issued under equity incentive and employee stock purchase plans, net of shares withheld for employee taxes, Shares		3,311,263
Stock-based compensation expense	23,678		23,678
Equity component of Convertible Notes, net of issuance costs	69,335		69,335
Stock appreciation rights-reclassification from current liabilities to stockholders' equity	110		110
Change in comprehensive income	20			20
Net income (loss)	(41,257)				(41,257)
Balances at Dec. 31, 2012	73,645	748	364,412	33	(291,548)
Balance, Shares at Dec. 31, 2012		74,774,939
Common stock issued under equity incentive and employee stock purchase plans, net of shares withheld for employee taxes, Amount	8,870	10	8,860
Common stock issued under equity incentive and employee stock purchase plans, net of shares withheld for employee taxes, Shares		1,002,609
Common stock issued for warrant exercises, net of shares withheld for exercise price	0	0	0	0	0
Common stock issued for warrant exercises, net of shares withheld for exercise price, Shares		25,472
Stock-based compensation expense	37,078		37,078
Change in comprehensive income	(33)			(33)
Net income (loss)	(42,613)				(42,613)
Balances at Dec. 31, 2013	76,947	758	410,350		(334,161)
Balance, Shares at Dec. 31, 2013	75,803,020	75,803,020
Common stock issued under equity incentive and employee stock purchase plans, net of shares withheld for employee taxes, Amount	33,882	23	33,859
Common stock issued under equity incentive and employee stock purchase plans, net of shares withheld for employee taxes, Shares		2,314,207
Stock-based compensation expense	45,134		45,134
Excess tax benefits from stock-based compensation	16,965		16,965
Tax shortfalls from stock-based compensation	(77)		(77)
Repayment of Convertible Notes	(4)		(4)
Net income (loss)	276,452				276,452
Balances at Dec. 31, 2014	$ 449,299	$ 781	$ 506,227		$ (57,709)
Balance, Shares at Dec. 31, 2014	78,117,227	78,117,227

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Convertible Notes, discount	$ 36,598	$ 50,336
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	170,000,000	170,000,000
Common stock, shares issued	78,117,227	75,803,020
Common stock, shares outstanding	78,117,227	75,803,020

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Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stockholders' Equity

NOTE 10. STOCKHOLDERS’ EQUITY

(a) Stock Purchase Rights

All shares of the Company’s common stock, if issued prior to the termination by the Company of its rights agreement, dated as of December 4, 2006, include stock purchase rights. The rights are exercisable only if a person or group acquires twenty percent or more of the Company’s common stock or announces a tender or exchange offer which would result in ownership of twenty percent or more of the Company’s common stock. Following the acquisition of twenty percent or more of the Company’s common stock, the holders of the rights, other than the acquiring person or group, may purchase Medivation common stock at half of its fair market value. In the event of a merger or other acquisition of the Company, the holders of the rights, other than the acquiring person or group, may purchase shares of the acquiring entity at half of their fair market value. The rights were not exercisable at December 31, 2014.

(b) Medivation Equity Incentive Plan

The Medivation Equity Incentive Plan, which is stockholder-approved, provides for the issuance of options and other stock-based awards, including restricted stock units, performance share awards and stock appreciation rights, to employees, directors and consultants. The vesting of all outstanding awards under the Medivation Equity Incentive Plan will accelerate, and all such awards will become immediately exercisable, upon a “change of control” of Medivation, as defined in the Medivation Equity Incentive Plan. At December 31, 2014, there were 21,150,000 shares of common stock authorized for issuance under the Medivation Equity Incentive Plan, of which approximately 2.7 million shares of common stock were available for issuance.

Stock Options

The terms of stock options granted under the Medivation Equity Incentive Plan cannot exceed ten years. Stock options generally have an exercise price equal to the fair market value of the Company’s common stock on the grant date, and generally vest over a period of four years except for annual stock option grants to non-employee directors, which vest over a period of one year.

The following table summarizes stock option activity for the year ended December 31, 2014:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value(1)
Outstanding at December 31, 2013		6,614,534		$	22.12
Granted		957,131		$	78.57
Exercised		(2,015,934	)	$	14.43
Forfeited/expired		(487,774	)	$	46.13
Outstanding at December 31, 2014		5,067,957		$	33.52		6.27	$	335.3
Vested and exercisable at December 31, 2014		3,423,815		$	19.70		5.16	$	273.6

(1) The aggregate intrinsic value is calculated as the pre-tax difference between the weighted-average exercise price of the underlying awards and the closing price per share of $99.61 of the Company’s common stock on December 31, 2014. The calculation excludes any awards with an exercise price higher than the closing price of the Company’s common stock on December 31, 2014. The amounts are presented in millions.

Additional information regarding stock options is set forth below (in thousands, except per share data):

	Years Ended December 31,
	2014		2013		2012
Intrinsic value of options exercised	$	145,842	$	35,155	$	116,867
Grant-date fair value of options vested	$	38,147	$	22,278	$	10,795
Weighted-average grant-date fair value per share of options granted	$	43.35	$	30.39	$	26.01

Restricted Stock Units

A restricted stock unit is an agreement to issue shares of the Company’s common stock at the time of vesting. Restricted stock units generally vest in three equal installments on approximately the first, second and third anniversaries of the grant date, except for annual restricted stock unit grants to non-employee directors, which vest on approximately the first anniversary of the grant date.

The following table summarizes restricted stock unit activity for the year ended December 31, 2014:

	Number of Shares			Weighted- Average Grant-Date Fair Value
Unvested at December 31, 2013		311,347		$	52.57
Granted		399,102		$	83.55
Vested		(134,865	)	$	51.85
Forfeited		(92,004	)	$	63.95
Unvested at December 31, 2014		483,580		$	76.20

The total fair value of restricted stock units that vested during the years ended December 31, 2014, 2013, and 2012 was $7.0 million, $11.8 million, and $6.2 million, respectively.

Performance Share Awards

The Company granted performance share awards in 2011 to certain employees pursuant to the terms of the Medivation Equity Incentive Plan. During the year ended December 31, 2012, the compensation committee of the Company’s Board (“Compensation Committee”) certified the actual achievement of performance objectives related to certain performance share awards. As a result, during the year ended December 31, 2012, recipients earned a total of 83,332 shares of common stock that had a fair market value of $4.7 million. In December 2012, the Compensation Committee cancelled all remaining performance share awards covering an aggregate of 41,668 shares of common stock. There were no performance share awards outstanding under the Medivation Equity Incentive Plan at either December 31, 2014 or 2013.

Stock Appreciation Rights

Stock appreciation rights give the holder the right, upon exercise, to receive the difference between the market price per share of the Company’s common stock at the time of exercise and the exercise price of the stock appreciation right. The exercise price of the stock appreciation right is equal to the market price of the Company’s common stock at the date of the grant.

The following table summarizes stock appreciation rights activity for the year ended December 31, 2014:

	Number of Rights			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value(1)
Outstanding at December 31, 2013		806,116		$	23.98
Granted		—			—
Exercised		(97,994	)	$	23.50
Forfeited		(19,894	)	$	23.82
Outstanding at December 31, 2014		688,228		$	24.05		6.96	$	52.0
Vested and exercisable at December 31, 2014		501,740		$	24.07		6.96	$	37.9

(1) The aggregate intrinsic value is calculated as the pre-tax difference between the weighted-average exercise price of the underlying awards and the closing price per share of $99.61 of the Company’s common stock on December 31, 2014. The calculation excludes any awards with an exercise price higher than the closing price of the Company’s common stock on December 31, 2014. The amounts are presented in millions.

Additional information regarding stock appreciation rights is set forth below (in thousands, except per share data):

	Years Ended December 31,
	2014		2013		2012
Intrinsic value of stock appreciation rights exercised	$	7,024	$	1,090	$	—
Fair value of stock appreciation rights vested (based on remeasurement-date fair value)	$	6,834	$	9,955	$	4,307
Weighted-average grant-date fair value per share of stock appreciation rights granted	$	—	$	—	$	14.33
Weighted-average remeasurement-date fair value per share of stock appreciation rights	$	—	$	—	$	32.94

No stock appreciation rights were granted during the years ended December 31, 2014 and 2013.

(c) Medivation Employee Stock Purchase Plan

The Medivation, Inc. 2013 Employee Stock Purchase Plan, or ESPP, which is stockholder approved, permits eligible employees to purchase shares of the Company’s common stock through payroll deductions at the lower of 85% of the fair market value of the common stock at the beginning or end of a purchase period. Eligible employee purchases are limited on an annual basis to $25,000 in accordance with Section 423 of the Internal Revenue Code. As of December 31, 2014, a total of 3,000,000 shares of the Company’s common stock were authorized for issuance under the ESPP, approximately 34,696 shares are reserved for issuance under the current purchase period, and 90,067 shares have been issued. At December 31, 2014, total employee withholdings for ESPP shares of $1.5 million were recorded in “accounts payable, accrued expenses and other current liabilities” on the consolidated balance sheet.

(d) Stock-Based Compensation

The Company estimates the fair value of stock options, stock appreciation rights, and ESPP shares using the Black-Scholes valuation model. The Company estimates expected volatility based on the historical price volatility of its common stock and implied volatility of its common stock inherent in the market price of publicly traded options in its common stock. The Company estimates the expected term of stock options and stock appreciation rights based on actual exercise experience and an assumption that unexercised options will remain outstanding for a period equal to the midpoint between the date the option vests in full and the contractual option termination date. The Company estimates the expected term of ESPP shares based on the duration of the applicable purchase period. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected term of the awards at the time of grant. The Company uses a dividend yield of zero as it has no history or expectation of paying cash dividends on its common stock.

The Black-Scholes assumptions used to estimate the fair value of stock options and stock appreciation rights to employees and directors were as follows:

	Years Ended December 31,
	2014			2013			2012
Expected volatility		60-65	%		64-75	%		66-73	%
Expected term (in years)		5.0-5.5			5.2-5.5			5.3-5.5
Risk-free interest rate		1.56-1.79	%		0.73-1.64	%		0.68-1.01	%
Expected dividend yield		—			—			—

No significant stock options or stock appreciation rights were granted to consultants during the periods presented above.

The Black-Scholes assumptions used to estimate the fair value of shares issued under the ESPP on the commencement date of the offering period were as follows:

	Years Ended December 31,
	2014			2013
Expected volatility		43-53	%		45	%
Expected term (in years)		0.5			0.5
Risk-free interest rate		0.04-0.06	%		0.04	%
Expected dividend yield		—			—

No ESPP offerings commenced during the year ended December 31, 2012.

Stock-based compensation expense was as follows:

	Years Ended December 31,
	2014		2013		2012
Stock-based compensation expense recognized as:
R&D expenses	$	17,913	$	16,503	$	11,998
SG&A expenses		27,221		20,575		11,680
Total	$	45,134	$	37,078	$	23,678

Unrecognized stock-based compensation expense totaled $77.8 million at December 31, 2014, and is expected to be recognized over a weighted-average period of 2.34 years.

(e) Warrants

At December 31, 2014, an aggregate of 20,000 warrants to purchase shares of Medivation common stock at an exercise price of $6.93 per share were outstanding. These outstanding warrants expire in 2017. During the year ended December 31, 2013, an aggregate of 25,808 warrants to purchase shares of Medivation common stock at an exercise price of $0.78 per share were exercised.

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Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Feb. 18, 2015	Jun. 30, 2014
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Trading Symbol	MDVN
Entity Registrant Name	MEDIVATION, INC.
Entity Central Index Key	0001011835
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		78,233,026
Entity Public Float			$ 5.0

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Retirement Plan

12 Months Ended

Dec. 31, 2014

Postemployment Benefits [Abstract]

Retirement Plan

NOTE 11. RETIREMENT PLAN

The Company has a defined contribution savings plan, which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code, or IRC. The 401(k) Plan is for the benefit of all participating employees and permits voluntary contributions by employees up to 100% of their annual pre-tax compensation limited by the Internal Revenue Service, or the IRS, imposed maximum contribution. The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. The Company’s contributions and the employee contributions are fully vested when contributed. The plan assets are held in trust and invested as directed by the plan participants. Employer matching contributions to the plan were $2.7 million, $1.9 million, and $1.3 million for the years ended December 31, 2014, 2013, and 2012, respectively.

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Commitments and Contingencies - Schedule of Future Lease Cash Payments under the Build to Suit Lease (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Build-To-Suit Lease, 2015	$ 2,435
Build-To-Suit Lease, 2016	2,538
Build-To-Suit Lease, 2017	2,614
Build-To-Suit Lease, 2018	2,692
Build-To-Suit Lease, 2019	2,773
Build-To-Suit Lease, 2019 and thereafter	14,162
Total minimum lease payments	$ 27,214

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Collaboration revenue	$ 710,487	$ 272,942	$ 181,696
Operating expenses:
Research and development expenses	189,570	118,952	95,628
Selling, general and administrative expenses	239,071	176,231	112,282
Total operating expenses	428,641	295,183	207,910
Income (loss) from operations	281,846	(22,241)	(26,214)
Other income (expense), net:
Interest expense	(21,690)	(20,249)	(14,985)
Interest income	46	193	229
Other income (expense), net	(8)	(201)	(280)
Total other income (expense), net	(21,652)	(20,257)	(15,036)
Income (loss) before income tax benefit (expense)	260,194	(42,498)	(41,250)
Income tax benefit (expense)	16,258	(115)	(7)
Net income (loss)	$ 276,452	$ (42,613)	$ (41,257)
Basic net income (loss) per common share	$ 3.59	$ (0.57)	$ (0.56)
Diluted net income (loss) per common share	$ 3.42	$ (0.57)	$ (0.56)
Weighted-average common shares used in the calculation of basic net income (loss) per common share	76,929	75,165	73,480
Weighted-average common shares used in the calculation of diluted net income (loss) per common share	85,000	75,165	73,480

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Net Income (Loss) Per Common Share

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Net Income (Loss) Per Common Share

NOTE 5. NET INCOME (LOSS) PER COMMON SHARE

The computation of basic net income (loss) per common share is based on the weighted- average number of common shares outstanding during each period. The computation of diluted net income (loss) per common share is based on the weighted-average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options, restricted stock units, performance share awards, stock appreciation rights, ESPP shares, warrants, and shares issuable upon conversion of convertible debt.

In periods in which the Company reports net income, the Company uses the “if-converted” method in calculating the diluted net income per common share effect of the assumed conversion of the Convertible Notes. Under the “if-converted” method, interest expense, net of tax, related to the Convertible Notes is added back to net income, and the Convertible Notes are assumed to have been converted into common shares at the beginning of the period (or issuance date) in periods in which there would have been a dilutive effect. The Convertible Notes can be settled in common stock, cash, or a combination thereof, at the Company’s election. During periods of net income, the Company’s intent and ability to settle the Convertible Notes in cash could impact the computation of diluted net income per common share.

In periods in which the Company reports a net loss, all common stock equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equal.

The following table reconciles the numerator and denominator used to calculate diluted net income (loss) per common share:

	Years Ended December 31,
	2014		2013			2012
Numerator:
Net income (loss)	$	276,452	$	(42,613	)	$	(41,257	)
Interest expense on convertible notes, net of tax		14,030		—			—
Numerator for diluted net income (loss) per common share calculation	$	290,482	$	(42,613	)	$	(41,257	)
Denominator:
Weighted-average common shares, basic		76,929		75,165			73,480
Dilutive effect of common stock equivalents		8,071		—			—
Weighted-average common shares, diluted		85,000		75,165			73,480
Net income (loss) per common share:
Basic net income (loss) per common share	$	3.59	$	(0.57	)	$	(0.56	)
Diluted net income (loss) per common share	$	3.42	$	(0.57	)	$	(0.56	)

Approximately 12.6 million and 13.0 million potentially dilutive common shares have been excluded from the diluted net loss per common share computations for the years ended December 31, 2013 and 2012, respectively, because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss in each of these years.

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Business Acquisition

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Business Acquisition

NOTE 4. BUSINESS ACQUISITION

In the fourth quarter of 2014, the Company entered into a License Agreement with Israel-based CureTech, pursuant to which it licensed exclusive worldwide rights to CureTech’s late-stage clinical molecule, pidilizumab, an immune modulatory anti-PD-1 monoclonal antibody. Under the License Agreement, the Company will be responsible for all development, regulatory, manufacturing, and commercialization activities for pidilizumab for all indications, including oncology. Immuno-oncology is a rapidly evolving field that focuses on harnessing the ability of the immune system in the fight against cancer. The Company believes that pidilizumab may have utility in immuno-oncology. The Company has concluded that the in-license transaction is an acquisition of a business and will account for it in accordance with ASC 805-10, “Business Combinations.”

In connection with the acquisition, the Company made upfront cash payments to CureTech totaling $5.0 million during the fourth quarter of 2014. In addition, CureTech is entitled to contingent payments totaling up to $85.0 million upon attainment of certain development and regulatory milestones, up to $245.0 million upon the achievement of certain annual worldwide net sales thresholds, and tiered royalties ranging from 5% to 11% on annual worldwide net sales. CureTech is also entitled to a $5.0 million milestone payment upon completion of the Manufacturing Technology Transfer as described in Note 14, “Commitments and Contingencies.” The acquisition-date fair value of the contingent consideration payments totaled $106.0 million and was estimated by applying a probability-based income approach using an appropriate discount rate. The estimation was based on significant inputs that are not observable in the market, referred to as Level 3 inputs, as described in more detail in Note 13, “Fair Value Measurements.”

The following table presents the final allocation of the purchase consideration for the CureTech acquisition, including the contingent consideration payable, based on fair value.

Purchase consideration:
Cash	$	5,000
Acquisition-date fair value of contingent consideration		106,000
Total purchase consideration	$	111,000
Allocation of the purchase consideration:
Assets:
Identifiable intangible assets- IPR&D	$	101,000
Net identifiable assets acquired		101,000
Goodwill		10,000
Net assets acquired	$	111,000

Identifiable intangible assets totaled $101.0 million and consist entirely of IPR&D for pidilizumab. As of the valuation date, the Company determined that pidilizumab was the only R&D project with substance, such that the project had undergone conceptual stages, and research, development, and preproduction had been started for the project. As such, no other intangible assets were identified in the transaction other than pidilizumab as separate from goodwill. The Company utilized the multi-period excess earnings model of the “income method” to determine the fair value of the IPR&D as of the acquisition date. The excess of the consideration over the fair values assigned to the net assets acquired was $10.0 million, which represents the amount of goodwill resulting from the acquisition. The Company believes that the goodwill primarily represents benefits to it, such as the potential to diversify its product portfolio into the area of immuno-oncology, that do not qualify for separate recognition as acquired intangible assets. The amount of goodwill that is expected to be deductible for income tax purposes is $10.0 million. The Company recorded the goodwill on its consolidated balance sheet as of the acquisition date.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

(a) Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company operates in one business segment.

All tabular disclosures of dollar and share amounts are presented in thousands unless otherwise indicated. All per share amounts are presented at their actual amounts. The number of shares issuable under the Amended and Restated 2004 Equity Incentive Award Plan, or the Medivation Equity Incentive Plan, and the Medivation, Inc. 2013 Employee Stock Purchase Plan, or ESPP, disclosed in Note 10, “Stockholders’ Equity,” are presented at their actual amounts. Amounts presented herein may not calculate or sum precisely due to rounding.

Certain prior period amounts have been reclassified to conform to the current year presentation. There was no effect on net income (loss) or stockholders’ equity related to these reclassifications.

Use of Estimates

(b) Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Although management believes that these estimates are reasonable, actual future results could differ materially from those estimates. In addition, had different estimates and assumptions been used, the consolidated financial statements could have differed materially from what is presented.

Significant estimates and assumptions used by management principally relate to revenue recognition, including reliance on third party information, estimating the performance periods of the Company’s deliverables under collaboration agreements, and estimating the various deductions from gross sales to calculate net sales of XTANDI. Additionally, significant estimates and assumptions used by management include those related to business combination accounting, the Convertible Notes, determining whether the Company is the primary beneficiary of any variable interest entities, leases, taxes, research and development and other accruals, and share-based compensation.

Capital Structure

(c) Capital Structure

On September 20, 2012, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, effecting an increase in the total number of authorized shares of capital stock of the Company from 51,000,000 to 86,000,000 and an increase in the total number of authorized shares of common stock of the Company from 50,000,000 to 85,000,000.

On September 21, 2012, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, effecting (i) an increase in the total number of authorized shares of capital stock of the Company from 86,000,000 to 171,000,000, (ii) an increase in the total number of authorized shares of common stock of the Company from 85,000,000 to 170,000,000, and (iii) a two-for-one forward split of its common stock effective as of 5:00 p.m., Eastern Time, on September 21, 2012.

The Company issued approximately 37.0 million shares of its common stock as a result of the two-for-one forward stock split. The par value of the Company’s common stock remained unchanged at $0.01 per share.

Information regarding shares and amount of common stock, additional paid-in-capital, and net income (loss) per common share for all periods presented reflects the two-for-one forward split of the Company’s common stock. The number of shares of the Company’s common stock issuable upon exercise of outstanding stock options and vesting of other stock-based awards was proportionally increased, and the exercise price per share thereof was proportionally decreased, in accordance with the terms of the Medivation Equity Incentive Plan. Following the completion of the two-for-one forward stock split, the conversion rate of the Company’s Convertible Notes was adjusted to 19.5172 shares of common stock per $1,000 principal amount of the Convertible Notes, equivalent to a conversion price of approximately $51.24 per share of common stock.

Cash and Cash Equivalents

(d) Cash and Cash Equivalents

Cash and cash equivalents are stated at cost, which approximates fair market value. The Company considers all highly liquid investments with a remaining maturity of three months or less at the time of acquisition to be cash equivalents.

Short-Term Investments

(e) Short-Term Investments

The Company considers all highly liquid investments with a remaining maturity at the time of acquisition of more than three months but no longer than 12 months to be short-term investments. The Company classifies its short-term investments as available-for-sale securities and reports them at fair value with related unrealized gains and losses included as a component of stockholders’ equity. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in other income (expense), net, on the consolidated statements of operations. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense), net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in other income (expense), net.

Restricted Cash

(f) Restricted Cash

Restricted cash represents certificates of deposit held in the Company’s name with a major financial institution to secure the Company’s contingent obligations under irrevocable letters of credit issued to certain of its lessors.

Fair Value of Financial Instruments

(g) Fair Value of Financial Instruments

The estimated fair value of the Company’s cash equivalents is based on quoted market prices. The estimated fair value of contingent consideration is determined utilizing a model that considers the probability of achieving each milestone and an appropriate discount rate. The estimated fair value of the Company’s Convertible Notes is determined using recent trading prices of the Convertible Notes. Other financial instruments, including bank deposits, receivable from collaboration partner, accounts payable, accrued expenses, and other current liabilities are carried at cost, which the Company believes approximates fair value because of the short-term maturities of these instruments.

Concentration of Credit Risk

(h) Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents, short-term investments and receivable from collaboration partner. The Company’s current investment policy is to invest only in (a) debt securities issued by, or backed by the full faith and credit of, the U.S. government, (b) repurchase agreements that are fully collateralized by such debt securities, and (c) money market funds invested exclusively in the types of securities described in (a) and (b) above. Given this investment policy, the Company does not believe its exposure to credit risk with respect to the issuers of the securities in which it invests is material, and accordingly has no formal policy for mitigating such risk. The Company’s cash and cash equivalents are primarily invested in deposits and money market accounts with one major financial institution in the United States. Deposits in this financial institution may exceed the amount of insurance provided on such deposits.

Property and Equipment

(i) Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Repairs and maintenance costs are expensed in the period incurred. Property and equipment is generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Description	Estimated Useful Life
Furniture and fixtures	3-5 years
Computer equipment and software	3-5 years
Laboratory equipment	5 years

Leasehold improvements are amortized over their estimated useful life or the related lease term, whichever is shorter.

Convertible Notes

(j) Convertible Notes

The debt and equity components of the Company’s Convertible Notes have been bifurcated and accounted for separately based on the authoritative guidance in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 470-20, “Debt with Conversion and Other Options.” The debt component of the Convertible Notes, which excludes the associated equity conversion feature, was recorded at fair value on the issuance date. The equity component, representing the difference between the aggregate principal amount of the Convertible Notes and the fair value of the debt component, was recorded in additional paid-in capital on the consolidated balance sheet. The discounted carrying value of the Convertible Notes resulting from the bifurcation will be subsequently accreted to its principal amount through the recognition of non-cash interest expense.

Costs related to the issuance of the Convertible Notes, consisting primarily of investment banking, legal and other professional fees were allocated to the debt and equity components of the Company’s Convertible Notes in proportion to the allocation of the principal. Amounts allocated to the debt component were capitalized and are being amortized as non-cash interest expense using the effective yield method over the five-year contract term of the Convertible Notes. Amounts allocated to the equity component were recorded against additional paid-in capital.

Leases

(k) Leases

At the inception of a lease, the Company evaluates the lease agreement to determine whether the lease is an operating, capital or build-to-suit lease using the criteria in ASC 840, “Leases.”

Certain lease agreements also require the Company to make additional payments for taxes, insurance, and other operating expenses incurred during the lease period, which are expensed as incurred.

Operating Leases

For operating leases, the Company recognizes rent expense on a straight-line basis over the lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred liability. Where lease agreements contain rent escalation clauses, rent abatements and/or concessions, such as rent holidays and tenant improvement allowances, the Company applies them in the determination of straight-line expense over the lease term.

Capital Leases

Capital leases are recorded as an asset within property and equipment, net and as an obligation at an amount equal to the present value of the minimum lease payments during the lease term. The asset is generally amortized over its estimated useful life or the related lease term, whichever is shorter. Lease payments under capital leases are recognized as a reduction of the capital lease obligation and interest expense.

Build-to-Suit Leases

In certain lease arrangements, the Company is involved in the construction of the building. To the extent the Company is involved with the structural improvements of the construction project or takes construction risk prior to the commencement of a lease, ASC 840-40, “Leases – Sale-Leaseback Transactions (Subsection 05-5),” requires the Company to be considered the owner for accounting purposes of these types of projects during the construction period. Therefore, the Company records an asset in property and equipment, net on the consolidated balance sheets, including capitalized interest costs, for the replacement cost of the Company’s portion of the pre-existing building plus the amount of estimated structural construction costs incurred by the landlord and the Company as of the balance sheet date. The Company records a corresponding build-to-suit lease obligation on its consolidated balance sheets representing the amounts paid by the lessor.

Once construction is complete, the Company considers the requirements for sale-leaseback accounting treatment, including evaluating whether all risks of ownership have been transferred back to the landlord, as evidenced by a lack of continuing involvement in the leased property. If the arrangement does not qualify for sale-leaseback accounting treatment, the building asset remains on the Company’s consolidated balance sheets at its historical cost, and such asset is depreciated over its estimated useful life. The Company bifurcates its lease payments into a portion allocated to the building and a portion allocated to the parcel of land on which the building has been built. The portion of the lease payments allocated to the land is treated for accounting purposes as operating lease payments, and therefore is recorded as rent expense in the consolidated statements of operations. The portion of the lease payments allocated to the building is further bifurcated into a portion allocated to interest expense and a portion allocated to reduce the build-to-suit lease obligation. The interest rate used for the build-to-suit lease obligation represents the Company’s estimated incremental borrowing rate, adjusted to reduce any built in loss. The initial recording of these assets and liabilities is classified as non-cash investing and financing items, respectively, for purposes of the consolidated statements of cash flows.

Business Combinations

(l) Business Combinations

Business combinations are accounted for under the acquisition method of accounting. The purchase price, including the fair value of any contingent consideration, is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs are expensed as incurred.

Contingent Consideration

The Company determines the fair value of contingent consideration payable at the acquisition date using a probability-based income approach utilizing an appropriate discount rate. Each reporting period thereafter, the Company re-measures the contingent consideration and records increases or decreases in their fair value as non-cash adjustments in the consolidated statements of operations. Changes in the fair value of contingent consideration payable can result from adjustments to the estimated probability and assumed timing of achieving the underlying milestones, as well as from changes to the discount rates and periods.

In-Process Research and Development

In-process research and development, or IPR&D, represents the fair value assigned to incomplete research projects that the Company acquires through business combinations which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization over that period. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D with its carrying value is performed. If the fair value is less than the carrying amount, a non-cash impairment change is recognized in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is assigned to reporting units and evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist. The impairment test for goodwill uses a two-step approach, which is performed at the entity level as the Company has one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is potential impairment and Step 2 must be performed. Step 2 compares the carrying value of the reporting unit’s goodwill to its implied fair value (e.g., the fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is recorded as a non-cash impairment charge in the consolidated statement of operations.

Litigation

(m) Litigation

The Company is party to legal proceedings, investigations, and claims in the ordinary course of its business. The Company records accruals for outstanding legal matters when it believes that it is both probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in significant legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for matters for which the likelihood of material loss is at least reasonably possible, the Company provides disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, the Company will provide disclosure to that effect. Gain contingencies, if any, are recorded as a reduction of expense when they are realized.

Collaboration Agreement Payments

(n) Collaboration Agreement Payments

The Company accounts for the various payment flows under its collaboration agreement with Astellas, or the Astellas Collaboration Agreement, and its former collaboration agreement with Pfizer in a consistent manner, as follows:

Estimated Performance Periods

Both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer contain multiple elements and deliverables, and required evaluation pursuant to ASC 605-25, “Revenue Recognition—Multiple-Element Arrangements.” The Company concluded that it had multiple deliverables under both collaboration agreements, including deliverables relating to grants of technology licenses, and performance of manufacturing, regulatory and clinical development activities in the United States. In the case of the Astellas Collaboration Agreement, the period in which the Company performed its deliverables began in the fourth quarter of 2009 and is currently estimated to conclude in the second quarter of 2015 upon completion of the Company’s remaining performance obligations. In the case of the former collaboration agreement with Pfizer, the period in which the Company performed its deliverables began in the fourth quarter of 2008 and concluded in the third quarter of 2012 upon completion of the Company’s performance obligations. The Company also concluded that its deliverables under each collaboration agreement should be accounted for as a single unit under ASC 605-25.

Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, the Company’s experience, along with its collaboration partners’ experience, in conducting manufacturing, clinical development and regulatory activities. The Company reviews the estimated duration of its performance periods under its collaboration agreements on a quarterly basis and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaboration agreements could impact the timing of future revenue recognition.

Upfront Payments

The Company received non-refundable, upfront cash payments of $110.0 million and $225.0 million under the Astellas Collaboration Agreement and its former collaboration agreement with Pfizer, respectively. The Company recognizes these payments as collaboration revenue on a straight-line basis over the applicable estimated performance period.

Milestone Payments

The Company is eligible to receive milestone payments under the Astellas Collaboration Agreement based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company’s obligations under the Astellas Collaboration Agreement, and (b) events which do not involve the performance of the Company’s obligations under the Astellas Collaboration Agreement.

The former category of milestone payments consist of those triggered by development and regulatory activities in the United States and by the acceptance for review of marketing applications in Europe and Japan. Management concluded that each of these payments, with one exception, constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. The one exception is the milestone payment for initiation of the Phase 3 PREVAIL trial, an event which management deemed to be reasonably assured at the inception of the Astellas collaboration. This milestone payment was triggered in the third quarter of 2010, and the Company is recognizing the milestone payment as revenue on a straight-line basis over the estimated remaining performance period of the Astellas Collaboration Agreement.

The latter category of milestone payments consists of those triggered by potential marketing approvals in Europe and Japan, and commercial activities globally, all of which are areas in which the Company has no pertinent contractual responsibilities under the Astellas Collaboration Agreement. Management concluded that these payments constitute contingent revenues and thus recognizes them as revenue in the period in which the contingency is met.

Royalties and Profit (Loss) Sharing Payments

Under the Astellas Collaboration Agreement, the Company shares equally profits (losses) on sales of products in the United States and receives royalties on sales of products outside the United States. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 605-10-25-1, “Revenue Recognition.” Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved.

Cost-Sharing Payments

Under both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer, the Company and its collaboration partners share certain development and commercialization costs (including in the case of the Astellas Collaboration Agreement, cost of goods sold and the royalty on net sales payable to The Regents of the University of California, or UCLA, under the Company’s license agreement with UCLA) in the United States. The parties make quarterly cost-sharing payments to one another in amounts necessary to ensure that each party bears its contractual share of the overall shared U.S. development and commercialization costs incurred. The Company’s policy is to account for cost-sharing payments to its collaboration partners as increases in expense in its consolidated statements of operations, while cost-sharing payments by its collaboration partners to the Company are accounted for as reductions in expense. Cost-sharing payments related to development activities and commercialization activities are recorded in research and development expenses, or R&D expenses, and selling, general and administrative expenses, or SG&A expenses, respectively.

Reliance on Third-Party Information

Under the Astellas Collaboration Agreement, Astellas records all XTANDI sales globally and has operational responsibility for certain development and commercialization activities in the United States for which the Company shares costs. Thus, Astellas has control over certain XTANDI-related financial information needed to prepare the Company’s financial statements and related disclosures, including information regarding gross sales, net sales, gross-to-net sales deductions, including estimates of potential future product returns, and shared U.S. development and commercialization costs incurred by Astellas. The Company is dependent on Astellas to provide it with such information in a timely and accurate manner for use in preparing the Company’s consolidated financial statements and disclosures. Certain of this information provided by Astellas is subject to estimates, including estimates used in determining gross-to-net revenue deductions such as payor mix, discounts (including legally mandated discounts to government entities), returns, chargebacks, rebates, and participation levels in patient assistance programs, and estimates regarding accrued development and commercialization costs incurred by Astellas. Under the Astellas Collaboration Agreement, the deductions from gross sales used to derive net sales of XTANDI are determined in a manner consistent with GAAP, consistently applied. Should Astellas fail to provide the Company with any such financial information in a timely manner, or should any such financial information provided by Astellas, or any of the estimates upon which such financial information was based, prove to be inaccurate, the Company could be required to record adjustments in future periods.

Research and Development Expenses and Accruals

(o) Research and Development Expenses and Accruals

R&D expenses are charged to expense as incurred unless there is an alternative future use in other research and development projects or otherwise. R&D expenses are comprised of costs incurred in performing research and development activities, including personnel-related costs, share-based compensation, and facilities-related overhead, outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and pre-clinical materials, research costs, upfront and development milestone payments under license agreements and other consulting services. Non-refundable advance payment for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. In instances where the Company enters into agreements with third parties to provide research and development services to it, costs are expensed as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.

The Company’s accruals for clinical trials and other research and development activities are based on estimates of the services received and efforts expended pursuant to contracts with numerous clinical trial centers, contract research organizations and clinical manufacturing organizations. In the normal course of business the Company contracts with third parties to perform various research and development activities in the on-going development of its product candidates, including, without limitation, third party clinical trial centers and contract research organizations that perform and administer the Company’s clinical trials on its behalf and clinical manufacturing organizations that manufacture clinical trial materials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under these agreements depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its consolidated financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical trials and other research and development activities are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific agreement.

The Company’s accrual estimates are dependent upon the timeliness and accuracy of data provided by third parties regarding the status and cost of studies, and may not match the actual services performed by the organizations. During the course of a clinical trial, the Company adjusts its rate of clinical trial expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued clinical trial expenses as of each balance sheet date based on facts and circumstances known at that time. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. This could result in adjustment to the Company’s R&D expense in future periods. The Company has had no significant adjustments to previously recorded research and development amounts.

Stock-Based Compensation

(p) Stock-Based Compensation

The Company has granted stock options, restricted stock units, performance share awards, and stock appreciation rights pursuant to the terms of the Medivation Equity Incentive Plan and ESPP shares pursuant to the ESPP. The Company accounts for stock-based compensation awards to employees and directors and ESPP shares in accordance with ASC 718, “Stock Compensation,” and in the case of awards to consultants in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”

Stock-based compensation expense associated with stock options is based on the estimated grant date fair value using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, option term, risk-free interest rate and dividend yield. The Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest.

Stock-based compensation expense associated with restricted stock units is based on the fair value of the Company’s common stock on the grant date, which equals the closing market price of the Company’s common stock on the grant date. For restricted stock units, the Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest. Performance share awards allow the recipients of such awards to earn fully vested shares of the Company’s common stock upon the achievement of pre-established performance objectives. Stock-based compensation expense associated with performance share awards is based on the fair value of the Company’s common stock on the grant date, which equals the closing market price of the Company’s common stock on the grant date, and is recognized when the performance objective is expected to be achieved. The Company evaluates on a quarterly basis the probability of achieving the performance criteria. The cumulative effect on current and prior periods of a change in the estimated number of performance share awards expected to be earned is recognized as compensation expense or as reduction of previously recognized compensation expense in the period of the revised estimate.

The fair value of stock-settled and cash-settled stock appreciation rights is initially measured on the grant date using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. Similar to stock options, compensation expense for stock-settled stock appreciation rights is recognized over the vesting period of the awards that are ultimately expected to vest based on the grant-date fair value. Cash-settled stock appreciation rights are liability-classified awards for which compensation expense and the liability are remeasured at each reporting date through the date of settlement based on the portion of the requisite service period rendered. Upon the conversion of cash-settled stock appreciation rights to stock-settled stock appreciation rights, the awards are remeasured using the then-current Black-Scholes assumptions and the remeasured liability is reclassified to additional paid-in capital.

The Company accounts for the ESPP as a compensatory plan. The fair value of each purchase under the Company’s ESPP is estimated on the date of the beginning of the offering period using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. The Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest.

Equity awards to consultants are typically remeasured at fair value at each reporting date until the awards vest in accordance with ASC 505-50.

The Company applies a forfeiture rate when determining stock-based compensation expense to account for an estimate of the granted awards not expected to vest. If actual forfeitures differ from the expected rate, the Company may be required to make additional adjustments to compensation expense in future periods.

The Black-Scholes valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in the Company’s stock options, stock appreciation rights, or ESPP shares. If the model permitted consideration of the unique characteristics of employee stock options, stock appreciation rights, and ESPP shares, the resulting estimate of fair value of the stock options, stock appreciation rights, and ESPP shares could be different. In addition, if the Company had made different assumptions and estimates for use in the Black-Scholes valuation model, the amount of recognized and to be recognized stock-based compensation expense could have been different.

Promotional and Advertising Costs

(q) Promotional and Advertising Costs

Promotional and advertising costs are classified as SG&A expenses and are expensed as incurred. Promotional and advertising expenses consist primarily of the costs of designing, producing and distributing materials promoting the Company and its products, including its corporate website. Under both the Astellas Collaboration Agreement and the former collaboration agreement with Pfizer, the Company and its collaboration partners share certain commercialization costs, including certain promotional and advertising costs, in the United States. See Note 3, “Collaboration Agreements,” for additional information regarding cost-sharing with its collaboration partners.

Income Taxes

(r) Income Taxes

The Company accounts for income taxes using an asset and liability approach in accordance with the guidance provided by ASC 740-10, “Accounting for Income Taxes.” ASC 740-10 requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, is not expected to be realized.

The Company records a valuation allowance to reduce its deferred tax assets to reflect the net amount that it believes is more likely than not to be realized. Realization of the deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Based upon the weight of available evidence at December 31, 2014, the Company determined that it was more likely than not that a portion of its deferred tax assets would be realizable and consequently released the valuation allowance against Federal and certain state net deferred tax assets during the fourth quarter of 2014 and recorded a discrete tax benefit of $33.4 million during the fourth quarter of 2014. The decision to reverse a portion of the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to the Company’s historical operating results, income or loss in recent periods, cumulative income in recent years, forecasted earnings, forecasted future taxable income, and significant risk and uncertainty related to forecasts. The release of the valuation allowance resulted in the recognition of certain deferred tax assets and a decrease to income tax expense.

Significant judgment in required in evaluating the Company’s uncertain income tax positions based on the guidance in ASC 740-10-25, “Accounting for Uncertainty in Income Taxes.” The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by tax authorities. The tax benefit recognized in the financial statements on a particular tax position is measured on the largest benefit that is more likely than not to be realized. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the liability for changes in facts and circumstances, such as new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, significant amendment to an existing tax law, or resolution of an examination. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax provision in the period in which such determination is made. The resolution of our uncertain income tax positions is dependent on uncontrollable factors such as law changes, new case law, and the willingness of the income tax authorities to settle, including the timing thereof and other factors. Although The Company does not anticipate significant changes to its uncertain income tax positions in the next twelve months, items outside of the Company’s control could cause the uncertain income tax positions to change in the future, which would be recorded in the consolidated statements of operations. Interest and/or penalties related to income tax matters are recognized as a component of income tax expense as incurred.

New Accounting Pronouncements

(s) New Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss, or NOL, carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The Company adopted this amended guidance prospectively as of January 1, 2014. The adoption of this amended guidance did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606), a comprehensive new revenue recognition standard that will supersede the existing revenue recognition guidance. The new accounting guidance creates a framework by which an entity will allocate the transaction price to separate performance obligations and recognize revenue when (or as) each performance obligation is satisfied. Under the new standard, entities will be required to use judgment and make estimates, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price, allocating the transaction price to each separate performance obligation and determining when an entity satisfies its performance obligations. The standard allows for either “full retrospective” adoption, meaning that the standard is applied to all of the periods presented with a cumulative catch-up as of the earliest period presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements with a cumulative catch-up as of the current period. The accounting standard will be effective for reporting periods beginning after December 15, 2016. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.

Out-of-Period Adjustment

(t) Out-of-Period Adjustment

In the first quarter of 2013, the Company recorded an out-of-period correcting adjustment that increased operating expenses and net loss by $3.6 million for the three months ended March 31, 2013. Management concluded that the adjustment is not material to the full year 2013 results or any previously reported financial statements.

Net Income (Loss) Per Common Share

The computation of basic net income (loss) per common share is based on the weighted- average number of common shares outstanding during each period. The computation of diluted net income (loss) per common share is based on the weighted-average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options, restricted stock units, performance share awards, stock appreciation rights, ESPP shares, warrants, and shares issuable upon conversion of convertible debt.

In periods in which the Company reports net income, the Company uses the “if-converted” method in calculating the diluted net income per common share effect of the assumed conversion of the Convertible Notes. Under the “if-converted” method, interest expense, net of tax, related to the Convertible Notes is added back to net income, and the Convertible Notes are assumed to have been converted into common shares at the beginning of the period (or issuance date) in periods in which there would have been a dilutive effect. The Convertible Notes can be settled in common stock, cash, or a combination thereof, at the Company’s election. During periods of net income, the Company’s intent and ability to settle the Convertible Notes in cash could impact the computation of diluted net income per common share.

Fair Value Measurements

The Company follows ASC 820-10, “Fair Value Measurements and Disclosures,” which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

• Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

• Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Unobservable inputs are used when little or no market data are available. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 12. INCOME TAXES

The Company’s income before income tax benefit was $260.2 million for the year ended December 31, 2014. The Company’s loss before income tax expense was $42.5 million and $41.3 million for the years ended December 31, 2013 and 2012, respectively. Since inception, the Company has only generated pre-tax income (losses) in the United States and has not generated any pre-tax income (losses) outside the United States. Income tax benefit (expense) for the periods presented consisted of the following:

	Years Ended December 31,
	2014			2013			2012
Current:
Federal	$	(19,476	)	$	(7	)	$	(7	)
State		(1,496	)		(108	)		—
Total current		(20,972	)		(115	)		(7	)
Deferred:
Federal		36,917			—			—
State		313			—			—
Total deferred		37,230			—			—
Total income tax benefit (expense)	$	16,258		$	(115	)	$	(7	)

During 2014, the Company reduced its current Federal and state taxes payable by $17.0 million related to excess tax benefits from stock-based compensation, offsetting additional paid-in capital. The Company has unrecorded Federal and state excess stock-based compensation tax benefits of $81.4 million (tax-effected) as of December 31, 2014. These amounts will be credited to additional paid-in-capital when such amounts reduce cash taxes payable.

A reconciliation of the statutory Federal income tax rate of 35% to the Company’s effective income tax rates is as follows:

	Years Ended December 31,
	2014			2013			2012
Federal tax provision at statutory rate		35.0	%		35.0	%		35.0	%
State taxes (net of Federal benefit)		0.4	%		1.4	%		10.8	%
Orphan drug credit		—			—			0.3	%
Stock-based compensation		0.1	%		(0.2	%)		1.5	%
Non-deductible officer compensation		0.1	%		(1.8	%)		(1.9	%)
Change in valuation allowance		(40.5	%)		(52.1	%)		(45.5	%)
Research and development credits		(1.5	%)		17.1	%		—
Other		0.2	%		0.3	%		(0.2	%)
Effective income tax rate		(6.2	%)		(0.3	%)		0.0	%

The Company recorded an income tax benefit of $16.3 million for the year ended December 31, 2014. The provision for income taxes was lower than the tax computed at the U.S. Federal statutory rate due primarily to utilization of net operating loss and tax credit carryforwards and the release of the valuation allowance on a portion of the Company’s net deferred tax assets. The income tax expense for the years ended December 31, 2013 and 2012 was not significant. The difference in the effective tax rate for 2013 as compared to 2012 is primarily attributable to state income tax expense.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax basis of assets and liabilities. Significant components of the Company’s deferred tax assets for Federal and state income taxes are follows:

	December 31,
	2014			2013
Deferred tax assets:
Deferred revenue	$	1,005		$	6,073
Net operating loss carryforward		9,100			80,620
Stock-based compensation		26,000			21,257
Tax credits		12,098			22,616
Intangible assets		5,259			—
Accruals and reserves		15,247			10,544
Total deferred tax assets		68,709			141,110
Less: valuation allowance		(16,023	)		(120,807	)
Total net deferred tax assets		52,686			20,303
Deferred tax liabilities
Depreciation		(2,741	)		(2,674	)
Convertible Notes		(12,792	)		(17,629	)
Total deferred tax liabilities		(15,533	)		(20,303	)
Net deferred tax assets	$	37,153		$	—
Recorded as:
Net current deferred tax assets	$	21,987		$	5,541
Net non-current deferred tax assets		15,176			—
Net non-current deferred tax liabilities (included in “Other non-current liabilities”)		(10	)		(5,541	)
Net deferred tax assets	$	37,153		$	—

As of December 31, 2014, the Company had Federal net operating loss carryforwards for tax return purposes of approximately $160.6 million, which will expire in 2032 and 2033, if not utilized. Also, as of December 31, 2014, the Company had state net operating loss carryforwards for tax return purposes of approximately $240.4 million, which will expire at various dates between the years 2019 and 2033, if not utilized.

The Company has Federal research and development credit and Orphan Drug credit carryforwards of approximately $29.0 million and alternative minimum tax credits of approximately $4.0 million as of December 31, 2014. The Federal research tax credit carryforwards expire between the years 2024 through 2034, if not utilized. The alternative minimum tax credits do not expire. In addition, the Company has California research and development credit carryforwards of approximately $13.8 million as of December 31, 2014. The California research credits do not expire. On December 19, 2014 the Tax Increase Prevention Act of 2014 was signed, renewing the Federal research and development tax credit retroactive to January 1, 2014. ASC 740-10-45-15, “Income Taxes,” requires that the effects of a change in tax laws or rates be recognized in the period that includes the enactment date; consequently, the Company recognized the benefit of the Federal research and development credit during the year ended December 31, 2014.

Federal and state tax laws impose substantial restrictions on the utilization of net operating loss and credit carryforwards in the event of an “ownership change” for tax purposes, as defined in IRC Section 382. The Company completed Section 382 studies through December 31, 2013, and concluded that ownership changes occurred in 2004, 2007 and 2010. The ownership changes did not result in a reduction of its net operating loss or in its research and development credits expiring unused. If additional ownership changes occur, the utilization of net operating loss and credit carryforwards could be significantly reduced.

The valuation allowance decreased by $104.8 million in 2014, increased by $22.1 million in 2013 and decreased by $8.0 million in 2012.

The Company records a valuation allowance to reduce deferred tax assets to reflect the net amount that is more likely than not to be realized. Based upon the weight of available evidence at December 31, 2014, the Company determined that it was more likely than not that a portion of its deferred tax assets would be realizable and consequently released the valuation allowance against Federal and certain state net deferred tax assets and recorded a discrete tax benefit of $33.4 million during the fourth quarter of 2014. The decision to reverse a portion of the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to the historical operating results, income or loss in recent periods, cumulative income in recent years, forecasted earnings, forecasted future taxable income, and significant risk and uncertainty related to forecasts. The release of the valuation allowance resulted in the recognition of certain deferred net tax assets and a decrease to income tax expense.

The following table summarizes activity related to the Company’s gross unrecognized tax positions:

	December 31,
	2014			2013			2012
Balance as of beginning of year	$	5,955		$	4,602		$	3,936
Additions based on tax positions related to the current year		6,439			702			400
Additions based on tax position related to prior year		—			660			270
Decreases based on tax positions related to prior year		(27	)		(9	)		(4	)
Balance as of end of year	$	12,367		$	5,955		$	4,602

Approximately $6.7 million of the total gross unrecognized tax benefits at December 31, 2014, if recognized, would affect the effective tax rate. The Company does not anticipate a material change in unrecognized tax benefits during the next twelve months.

Interest and/or penalties related to income tax matters are recognized as a component of income tax expense as incurred. The interest expense related to uncertain tax positions in the income tax expense line of the Company’s consolidated statements of operations was not significant during 2014, 2013, and 2012. Interest related to income tax matters accrued as of December 31, 2014 and 2013 was not significant.

As a result of the Company’s net operating loss and tax credit carryforwards, all of its tax years are subject to Federal and state examination. The Company’s Federal income tax returns were audited by the Internal Revenue Service for tax years 2008 and 2012 and resulted in no material adjustments. The Company’s 2009 and 2010 California income tax returns are currently under audit by the California tax authorities. The Company believes that it has adequately provided for any reasonable foreseeable outcomes related to its Federal and California income tax returns.

The future effective tax rate is subject to volatility and may be materially impacted by various internal and external factors. These factors may include, but are not limited to, the amount of income tax benefits and charges from: interpretations of existing tax laws; changes in tax laws and rates; future levels of research and development expenditures; changes in the mix of earnings in countries with differing statutory tax rates in which the Company may conduct business; changes in the valuation of deferred tax assets and liabilities; state income taxes; the tax impact of stock-based compensation; accounting for uncertain tax positions; closure of statute of limitations or settlement of tax audits; changes in estimates of prior years’ items; tax costs for acquisition-related items; changes in accounting standards; and overall levels of income before taxes.

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 8. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	December 31,
	2014			2013
Build-to-suit property	$	19,544		$	—
Leasehold improvements		15,051			12,034
Computer equipment and software		9,499			4,503
Furniture and fixtures		4,667			3,981
Construction in progress		1,360			1,177
Laboratory equipment		735			703
		50,856			22,398
Less: Accumulated depreciation		(9,695	)		(5,363	)
Total	$	41,161		$	17,035

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Stockholders' Equity - Summary of Stock Option Activity (Parenthetical) (Detail) (Stock options [Member], USD $)	Dec. 31, 2014
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing stock price of common stock	$ 99.61

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Convertible Senior Notes Due 2017

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Convertible Senior Notes Due 2017

NOTE 6. CONVERTIBLE SENIOR NOTES DUE 2017

On March 19, 2012, the Company issued $258.8 million aggregate principal amount of the Convertible Notes. The Convertible Notes are governed by an indenture, dated as of March 19, 2012 between the Company and Wells Fargo Bank, National Association as Trustee, as supplemented by the first supplemental indenture dated as of March 19, 2012, or the Indenture. The Convertible Notes bear interest at a rate of 2.625% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2012. The Convertible Notes mature on April 1, 2017, unless earlier converted, redeemed or repurchased in accordance with their terms. The Convertible Notes are general senior unsecured obligations and rank (1) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, (2) equal in right of payment to any of the Company’s future indebtedness and other liabilities of the Company that are not so subordinated, (3) junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and (4) structurally junior to all future indebtedness incurred by the Company’s subsidiaries and their other liabilities (including trade payables).

Prior to April 6, 2015, the Convertible Notes are not redeemable. On or after April 6, 2015, the Company may elect to redeem for cash all or a part of the Convertible Notes if the closing sale price of its common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day preceding the date it provides notice of the redemption exceeds 130% of the conversion price in effect on each such trading day, subject to certain conditions. The redemption price will equal 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding the redemption date. If a fundamental change (as defined in the Indenture) occurs prior to the maturity date, holders may require the Company to purchase for cash all or any portion of the Convertible Notes at a purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

Holders may convert their Convertible Notes prior to the close of business on the business day immediately preceding January 1, 2017 only upon the occurrence of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2012, if the closing sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the Convertible Notes in effect on each applicable trading day; (2) during the five consecutive trading-day period following any five consecutive trading-day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) upon the occurrence of specified corporate events; or (4) if the Company calls any Convertible Notes for redemption, at any time until the close of business on the second business day preceding the redemption date. On or after January 1, 2017 until the close of business on the second business day immediately preceding the stated maturity date, holders may surrender their Convertible Notes for conversion at any time, regardless of the foregoing circumstances.

At December 31, 2014, the Convertible Notes met a requirement of convertibility because the Company’s common stock price was in excess of the stated conversion premium for at least 20 trading days in the period of 30 consecutive trading days ending on December 31, 2014. The Convertible Notes remain convertible through March 31, 2015. Convertibility of the Convertible Notes based on the trading price of the Company’s common stock is assessed on a calendar-quarter basis. Upon a conversion of the Convertible Notes, the Company is required to pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of both, at the Company’s election. As of December 31, 2014, the conversion rate was 19.5172 shares of common stock per $1,000 principal amount of the Convertible Notes, equivalent to a conversion price of approximately $51.24 per share of common stock. The conversion rate is subject to adjustment in certain events, such as distribution of dividends and stock splits. In addition, upon a Make-Whole Adjustment Event (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its Convertible Notes in connection with such Make-Whole Adjustment Event.

The debt and equity components of the Convertible Notes have been bifurcated and accounted for separately based on the authoritative accounting guidance in ASC 470-20. The $258.8 million aggregate principal amount of Convertible Notes was bifurcated between the debt component ($187.1 million) and the equity component ($71.7 million). The amount allocated to the debt component of $187.1 million was estimated based on the fair value of similar debt instruments that do not include an equity conversion feature. The Convertible Notes were recorded at an initial carrying value of $187.1 million, net of $71.7 million in debt discount. The debt discount is being accreted to the carrying value of the Convertible Notes as non-cash interest expense utilizing the effective yield amortization method over the period ending on April 1, 2017, which is the scheduled maturity date of the Convertible Notes.

The Company incurred issuance costs of $8.4 million, consisting primarily of investment banking, legal and other professional fees. These issuance costs were allocated to the debt component ($6.1 million) and the equity component ($2.3 million) in proportion to the allocation of the Convertible Note proceeds. The $6.1 million of issuance costs allocated to the debt component was capitalized and is being amortized as non-cash interest expense utilizing the effective yield amortization method over the period ending on the scheduled maturity date of the Convertible Notes. The $2.3 million of issuance costs allocated to the equity component was charged to additional paid-in capital.

After giving effect to the bifurcation described above, the effective interest rate on the Convertible Notes was 10.71% for the years ended December 31, 2014, 2013 and 2012. Interest expense on the Convertible Notes consisted of the following:

	Years Ended December 31,
	2014		2013		2012
Coupon interest expense	$	6,792	$	6,793	$	5,322
Non-cash amortization of debt discount		13,737		12,407		8,910
Non-cash amortization of debt issuance costs		1,161		1,049		753
Total	$	21,690	$	20,249	$	14,985

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Build-to-Suit Lease Obligation

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

Build-to-Suit Lease Obligation

NOTE 7 — BUILD-TO-SUIT LEASE OBLIGATION

In the fourth quarter of 2013, the Company entered into a long-term property lease for approximately 52,000 square feet of space located in San Francisco, California. The lease agreement expires in July 2024, and the Company has an option to extend the lease term for up to an additional five years.

The Company is deemed, for accounting purposes only, to be the owner of the entire project including the building shell, even though it is not the legal owner. In connection with the Company’s accounting for this transaction, the Company capitalized $14.5 million as a build-to-suit property within property and equipment, net, and recognized a corresponding build-to-suit lease obligation for the same amount. The Company also recognized, as an additional build-to-suit lease obligation, structural tenant improvements totaling $3.6 million for amounts paid by the landlord and $1.5 million for capitalized interest during the construction period.

A portion of the monthly lease payment will be allocated to land rent and recorded as an operating lease expense and the non-interest portion of the amortized lease payments to the landlord related to the rent of the building will be applied to reduce the build-to-suit lease obligation. At December 31, 2014, $0.7 million of the build-to-suit lease obligation representing the expected reduction in the liability over the next twelve months is classified as a current liability and the remaining $18.7 million is classified as a non-current liability on the consolidated balance sheet. Expected reductions (increases) in the build-to-suit lease obligation at December 31, 2014 were as follows:

Years Ending December 31,	Build-To-Suit  Lease Obligation
2015	$	698
2016		(12	)
2017		66
2018		150
2019		241
2020 and thereafter		18,266
Total	$	19,409

The amounts included in the table above represent the reductions (increases) in the build-to-suit lease obligation on the Company’s consolidated balance sheet in each of the periods presented. The amount in the terminal period includes the amount to derecognize the build-to-suit lease obligation at the end of the lease term. The expected reductions (increases) in the build-to-suit obligation presented in the table above are impacted by the timing of the completion of the construction project. Actual expected lease payments under the build-to-suit lease obligation are included in Note 14, “Commitments and Contingencies.”

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Accounts Payable, Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Accounts Payable, Accrued Expenses and Other Current Liabilities

NOTE 9. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable, accrued expenses and other current liabilities consisted of the following:

	December 31,
	2014		2013
Payroll and payroll-related	$	33,272	$	23,832
Clinical and preclinical		31,069		34,182
Royalties payable		13,582		6,377
Accounts payable		10,492		3,290
Accrued professional services and other current liabilities		8,913		6,879
Other payable to licensor		5,000		2,500
Taxes payable		2,106		—
Interest payable		1,698		1,698
Total	$	106,132	$	78,758

Accounts payable represents short-term liabilities for which the Company has received and processed a vendor invoice prior to the end of the reporting period. Accrued expenses and other current liabilities represent, among other things, compensation and related benefits to employees, royalties due to licensors of technologies; cash interest payable related to the Company’s Convertible Notes, estimated amounts due to third party vendors for services rendered prior to the end of the reporting period, invoices received from third party vendors that have not yet been processed, taxes payable, and other accrued items.

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Stockholders' Equity - Summary of Stock Appreciation Rights Activity (Parenthetical) (Detail) (Stock appreciation rights [Member], USD $)	Dec. 31, 2014
Stock appreciation rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing stock price of common stock	$ 99.61

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Stockholders' Equity - Schedule of Black-Scholes Assumptions Used for Stock options and Stock Appreciation Rights to Employees and Directors (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Stock options and stock appreciation rights to employees and directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Minimum [Member] | Stock options and stock appreciation rights to employees and directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	60.00%	64.00%	66.00%
Expected term (in years)	5 years	5 years 2 months 12 days	5 years 3 months 18 days
Risk-free interest rate	1.56%	0.73%	0.68%
Expected dividend yield	0.00%	0.00%	0.00%
Maximum [Member] | Stock options and stock appreciation rights to employees and directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	65.00%	75.00%	73.00%
Expected term (in years)	5 years 6 months	5 years 6 months	5 years 6 months
Risk-free interest rate	1.79%	1.64%	1.01%
Expected dividend yield	0.00%	0.00%	0.00%

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Stockholders' Equity - Summary of Stock Appreciation Rights Activity (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate Intrinsic Value, Vested and exercisable at December 31, 2014	$ 4.7
Stock appreciation rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock appreciation rights, Outstanding at December 31, 2013		806,116
Number of stock appreciation rights, Granted		0	0
Number of stock appreciation rights, Exercised		(97,994)
Number of stock appreciation rights, Forfeited		(19,894)
Number of stock appreciation rights, Outstanding at December 31, 2014		688,228	806,116
Number of stock appreciation rights, Vested and exercisable at December 31, 2014		501,740
Weighted Average Exercise Price, Outstanding at December 31, 2013		$ 23.98
Weighted Average Exercise Price, Granted		$ 0
Weighted Average Exercise Price, Exercised		$ 23.50
Weighted Average Exercise Price, Forfeited		$ 23.82
Weighted Average Exercise Price, Outstanding at December 31, 2014		$ 24.05	$ 23.98
Weighted Average Exercise Price, Vested and exercisable at December 31, 2014		$ 24.07
Weighted Average Remaining Contractual Term (in years), Outstanding at December 31, 2014		6 years 11 months 16 days
Weighted Average Remaining Contractual Term (in years), Vested and exercisable at December 31, 2014		6 years 11 months 16 days
Aggregate Intrinsic Value, Outstanding at December 31, 2014		52.0
Aggregate Intrinsic Value, Vested and exercisable at December 31, 2014		$ 37.9

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

			Fair value measurements using:
	Fair Value		Level 1		Level 2		Level 3
December 31, 2014:
Cash equivalents:
Money market funds	$	189,031	$	189,031		—		—
Current liabilities:
Contingent consideration	$	10,000		—		—	$	10,000
Long-term liabilities:
Contingent consideration	$	96,000		—		—	$	96,000
December 31, 2013:
Cash equivalents:
Money market funds	$	189,092	$	189,092		—		—

Fair Value of Other Financial Instruments Not Measured on Recurring Basis

The following table presents the total balance of the Company’s other financial instruments that are not measured at fair value on a recurring basis.

			Fair value measurements using:
	Total Balance		Level 1		Level 2		Level 3
December 31, 2014:
Assets:
Bank deposits (included in “Cash and cash equivalents”)	$	313,646	$	313,646		—		—
Liabilities:
Convertible Notes	$	359,219		—	$	359,219		—
December 31, 2013:
Assets:
Bank deposits (included in “Cash and cash equivalents”)	$	39,696	$	39,696		—		—
Liabilities:
Convertible Notes	$	277,145		—	$	277,145		—

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Net Income (Loss) Per Common Share - Additional Information (Detail) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Earnings Per Share [Abstract]
Dilutive common shares excluded from net loss per common share computations	12.6	13.0

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 14. COMMITMENTS AND CONTINGENCIES

(a) Leases

The Company leases approximately 142,000 square feet of office space, including 127,000 square feet of office space at its corporate headquarters, pursuant to operating lease agreements expiring at various dates through December 2019. The Company has the option to extend the lease term of its corporate headquarters for an additional five years.

Future operating lease obligations as of December 31, 2014, are as follows:

Years Ending December 31,	Operating Leases
2015	$	8,008
2016		8,170
2017		8,334
2018		8,499
2019		4,431
2020 and thereafter		—
Total	$	37,442

The Company is considered the “accounting owner” for a build-to-suit property and has recorded a build-to-suit lease obligation on its December 31, 2014 consolidated balance sheet. Additional information regarding the build-to-suit lease obligation is included in Note 7, “Build-To-Suit Lease Obligation.”

Expected future lease payments under the build-to-suit lease as of December 31, 2014 are as follows:

Years Ending December 31,	Expected Cash Payments Under Build- To-Suit Lease Obligation
2015	$	2,435
2016		2,538
2017		2,614
2018		2,692
2019		2,773
2020 and thereafter		14,162
Total minimum lease payments	$	27,214

Rent expense for the years ended December 31, 2014, 2013, and 2012 was $8.1 million, $5.2 million, and $4.6 million, respectively. In addition to the amounts included in the tables above, certain lease agreements also require the Company to make additional payments during the lease term for taxes, insurance, and other operating expenses.

(b) Restricted Cash

The Company had outstanding letters of credit collateralized by restricted cash totaling $11.8 million and $9.9 million at December 31, 2014 and 2013, respectively, to secure various operating leases. At December 31, 2014, $0.2 million and $11.6 million of restricted cash associated with these letters of credit were classified as current and long-term assets, respectively, on the consolidated balance sheets. At December 31, 2013, $9.9 million of restricted cash associated with these letters of credit was classified as long-term assets on the consolidated balance sheets.

(c) License Agreement with UCLA

Under an August 2005 license agreement with UCLA, the Company’s subsidiary Medivation Prostate Therapeutics, Inc. holds an exclusive worldwide license under several UCLA patents and patent applications covering XTANDI and related compounds. Under the Astellas Collaboration Agreement, the Company granted Astellas a sublicense under the patent rights licensed to it by UCLA.

The Company is required to pay UCLA (a) an annual maintenance fee, (b) $2.8 million in aggregate milestone payments upon achievement of certain development and regulatory milestone events with respect to XTANDI (all of which has been paid as of December 31, 2014), (c) ten percent of all Sublicensing Income, as defined in the agreement, which the Company earns under the Astellas Collaboration Agreement, and (d) a four percent royalty on global net sales of XTANDI, as defined. Under the terms of the Astellas Collaboration Agreement, the Company shares this royalty obligation equally with Astellas with respect to sales in the United States, and Astellas is responsible for this entire royalty obligation with respect to sales outside of the United States. The Company is currently involved in litigation with UCLA, which are discussed in the section titled “Litigation” below.

UCLA may terminate the agreement if the Company does not meet a general obligation to diligently proceed with the development, manufacturing and sale of licensed products, or if it commits any other uncured material breach of the agreement. The Company may terminate the agreement at any time upon advance written notice to UCLA. If neither party terminates the agreement early, the agreement will continue in force until the expiration of the last-to-expire patent on a country-by-country basis.

(d) Clinical Manufacturing Agreements

Manufacturing Services and Supply Agreement with CureTech Ltd.

Contemporaneous with the execution of the License Agreement with CureTech described in Note 4, “Business Acquisition,” the Company entered into a Manufacturing Services and Supply Agreement, or MSA, with CureTech pursuant to which CureTech will provide clinical trial supply of pidilizumab over a three year period. In accordance with the terms of the MSA, the Company paid CureTech an upfront fee of $3.0 million during the fourth quarter of 2014, which has been recorded in R&D expense in the consolidated statement of operations for the year ended December 31, 2014. The Company is required to pay CureTech a one-time milestone payment of $5.0 million upon the completion of the Manufacturing Technology Transfer, as defined. In accordance with the terms of the MSA, the Company is also responsible for providing Manufacturing Funding totaling up to $19.3 million for clinical trial materials of pidilizumab over the three-year term of the MSA. The Manufacturing Funding is contingent upon the successful achievement of the requirements set forth in the Manufacturing Plan, and any such amounts may be reduced or eliminated by the Company under the terms of the MSA.

The MSA shall commence on the Effective Date and, shall continue in force and effect until the earlier of (i) the termination of the License Agreement by the Company, or (ii) unless earlier terminated in accordance with the MSA, the third anniversary of the Effective Date. The MSA may be renewed by mutual agreement of the Parties for additional terms of one (1) year or such other time periods as the Parties may agree, upon at least six (6) months notice of such renewal. If CureTech fails to deliver minimum quantities of clinical product supply of the Licensed Molecule, the Company may terminate by written notice to CureTech any or all current and future manufacturing and supply obligations.

The Company considered the guidance in ASC 805-10-55-18, “Business Combinations—Determining What is Part of the Business Combination Transaction,” and concluded that the $5.0 million milestone payment to CureTech upon completion of the Manufacturing Technology Transfer is contingent consideration under the acquisition model and therefore is included in determining the acquisition date fair value of the consideration transferred to CureTech under the License Agreement described in Note 4, “Business Acquisition.”

Development and Manufacturing Services Agreement

During the fourth quarter of 2014, the Company entered into a Development and Manufacturing Services Agreement with a third party clinical manufacturing organization. The term of the agreement is for the longer of (i) a period of five (5) years or (ii) through the completion of the Services, as defined. Under the current statement of work under this agreement, the Company intends to transfer the current manufacturing process of pidilizumab from CureTech to this third party, further scale up and production of Phase 3 clinical trial material of pidilizumab from this entity’s manufacturing facility. The estimated total consideration under the current statement of work is approximately $14.8 million and is currently estimated to be completed in approximately 18 months. The Company will record payments pursuant to this statement of work as R&D expense in the consolidated statements of operations in the period in which the services have been performed.

(e) Research and License Agreement

In March 2014, the Company entered into a Research and License Agreement with a third party. Under the terms of the agreement, the Company paid a $12.0 million license and research agreement fee which is recorded in R&D expense in the consolidated statement of operations for the year ended December 31, 2014. The Company could also be required to pay potential future development and sales milestone payments, subject to the achievement of defined clinical and commercial events, and royalties based on sales. Such future milestone and royalty payments are contingent upon future events that may or may not materialize.

(f) Litigation

The Company is party to legal proceedings, investigations, and claims in the ordinary course of its business, including the matters described below. The Company records accruals for outstanding legal matters when it believes that it is both probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in significant legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for matters for which the likelihood of material loss is at least reasonably possible, the Company provides disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, the Company will provide disclosure to that effect. Gain contingencies, if any, are recorded as a reduction of expense when they are realized.

In May 2011, the Company filed a lawsuit in San Francisco Superior Court against the Regents of the University of California, or the Regents, and one of its professors, alleging breach of contract and fraud claims, among others. The Company’s allegations in this lawsuit include that it has exclusive commercial rights to an investigational drug known as ARN-509, which is currently being developed by Aragon Pharmaceuticals, or Aragon. In August 2013, Johnson & Johnson and Aragon completed a transaction in which Johnson & Johnson acquired all ARN-509 assets owned by Aragon. ARN-509 is an investigational drug currently in development to treat the non-metastatic CRPC population. ARN-509 is a close structural analog of XTANDI, was developed contemporaneously with XTANDI in the same academic laboratories in which XTANDI was developed, and was purportedly licensed by the Regents to Aragon, a company co-founded by the heads of the academic laboratories in which XTANDI was developed. On February 9, 2012, the Company filed a Second Amended Complaint, adding as additional defendants a former Regents professor and Aragon. The Company seeks remedies including a declaration that it is the proper licensee of ARN-509, contractual remedies conferring to it exclusive patent license rights regarding ARN-509, and other equitable and monetary relief. On August 7, 2012, the Regents filed a cross-complaint against the Company seeking declaratory relief which, if granted, would require the Company to share with the Regents ten percent of any sales milestone payments it may receive under the Astellas Collaboration Agreement because such milestones constitute Sublicensing Income under the license agreement with UCLA. Under the Astellas Collaboration Agreement, the Company is eligible to receive up to $320.0 million in sales milestone payments. As of December 31, 2014, the Company has earned $75.0 million in sales milestones under the Astellas Collaboration Agreement, of which $50.0 million was earned in 2014 and $25.0 million was earned in 2013. The Company recorded expense of $5.0 million and $2.5 million during 2014, and 2013, respectively, within SG&A, representing 10% of the sales milestone amounts earned from Astellas. On September 18, 2012, the trial court approved a settlement agreement dismissing the former Regents professor who was added to the case on February 9, 2012. On December 20, 2012, and January 25, 2013, the Court granted summary judgment motions filed by defendants Regents and Aragon, resulting in dismissal of all claims against Regents and Aragon, but denied such motions filed by the remaining Regents professor. On April 15, 2013, the Company filed a Notice of Appeal seeking appeal of the judgment in favor of Aragon, which is now wholly-owned by Johnson & Johnson, and the briefing of that matter has been concluded. The bench trial of the Regent’s cross-complaint against the Company was conducted in July 2013, and on January 15, 2014, the Court entered a judgment in the cross-complaint in favor of Regents, which the Company appealed on February 13, 2014 along with the December 2012 summary judgment order in favor of Regents. The jury trial of the Company’s breach of contract and fraud claims against the remaining Regents professor was conducted in October and November 2013. On November 15, 2013, the jury rendered a verdict in the case, finding in favor of Medivation on the breach of contract claim, and in favor of the Regents professor on the fraud claims. On November 22, 2013, the Court entered judgment for the prevailing party Medivation on the contract claim, and entering judgment in favor of the Regents professor on the fraud claims. The Company’s notice of appeal of the judgment on the fraud claims was filed on February 13, 2014. On October 17, 2014, the briefing in Medivation’s appeal of the summary judgment order and cross-complaint order in favor of Regents, as well as its appeal of the judgment on the fraud claims against the Regents professor commenced. On October 24, 2014, the court of appeals issued an order consolidating all of these appeals for hearing and consideration purposes, so the appeals will be heard and considered together once the briefing is completed.

On April 11, 2014, UCLA filed a complaint against the Company in which UCLA alleges that Medivation and MPT have failed to pay UCLA ten percent of “Operating Profits” Medivation has received (and will continue to receive) from Astellas, as a result of the Astellas Collaboration Agreement, and that Medivation has breached its fiduciary duties to UCLA, as minority shareholder of MPT. On July 16, 2014, UCLA dismissed without prejudice its claim that Medivation breached its fiduciary duties to UCLA, as a minority shareholder of MPT. The Company denies UCLA’s allegations and intends to vigorously defend the litigation.

While the Company believes it has meritorious positions with respect to the claims asserted against it and intends to advance its positions in these lawsuits vigorously, including on appeal, the process of resolving matters through litigation or other means is inherently uncertain, and it is not possible to predict the ultimate resolution of any such proceeding. The actual costs of defending the Company’s position may be significant, and the Company may not prevail.

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Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Summary of Final Allocation of Purchase Consideration, Including Contingent Consideration Payable, Based on Fair Value

The following table presents the final allocation of the purchase consideration for the CureTech acquisition, including the contingent consideration payable, based on fair value.

Purchase consideration:
Cash	$	5,000
Acquisition-date fair value of contingent consideration		106,000
Total purchase consideration	$	111,000
Allocation of the purchase consideration:
Assets:
Identifiable intangible assets- IPR&D	$	101,000
Net identifiable assets acquired		101,000
Goodwill		10,000
Net assets acquired	$	111,000

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Business Acquisition - Summary of Final Allocation of Purchase Consideration, Including Contingent Consideration Payable, Based on Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2014
Purchase consideration:
Cash		$ 5,000
Assets:
Goodwill	10,000	10,000
CureTech Ltd [Member]
Purchase consideration:
Cash	5,000	5,000
Acquisition-date fair value of contingent consideration	106,000	106,000
Total purchase consideration		111,000
Assets:
Identifiable intangible assets- IPR&D	101,000	101,000
Net identifiable assets acquired	101,000	101,000
Goodwill	10,000	10,000
Net assets acquired	$ 111,000	$ 111,000

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Collaboration Agreements - Schedule of Potential Milestone Payments in Sales (Detail) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Milestone Payment	$ 50,000,000	$ 25,000,000
Milestone Payment Three [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Remaining future milestone payments eligible to receive			70,000,000
Milestone Payment Four [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Remaining future milestone payments eligible to receive			175,000,000
Milestone Sales One [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Annual global net sales of XTANDI (calendar year), as reported by Astellas			400,000,000
Milestone Sales Two [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Annual global net sales of XTANDI (calendar year), as reported by Astellas			800,000,000
Milestone Sales Three [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Annual global net sales of XTANDI (calendar year), as reported by Astellas			1,200,000,000
Milestone Sales Four [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Annual global net sales of XTANDI (calendar year), as reported by Astellas			$ 1,600,000,000

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 276,452	$ (42,613)	$ (41,257)
Other comprehensive income (loss):
Change in unrealized gain on available-for-sale securities, net		(33)	20
Other comprehensive income (loss), net		(33)	20
Comprehensive income (loss)	$ 276,452	$ (42,646)	$ (41,237)

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Collaboration Agreements

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaboration Agreements

NOTE 3. COLLABORATION AGREEMENTS

(a) Collaboration Agreement with Astellas

In October 2009, the Company entered into a collaboration agreement with Astellas, or the Astellas Collaboration Agreement, pursuant to which it is collaborating with Astellas to develop and commercialize XTANDI globally. Under the agreement, decision making and economic participation differs between the U.S. market and the ex-U.S. market. In the United States, decisions are generally made by consensus, pre-tax profits and losses are shared equally, and, subject to certain exceptions, development and commercialization costs (including cost of goods sold and the royalty on net sales payable to The Regents of the University of California (“UCLA” or “the Regents”) under the Company’s license agreement with UCLA) are also shared equally. The primary exceptions to equal cost sharing in the U.S. market are that each party is responsible for its own commercial full-time equivalent, or FTE, costs, and that development costs supporting marketing approvals in both the United States and either Europe or Japan are borne one-third by the Company and two-thirds by Astellas. The Company and Astellas are co-promoting XTANDI in the U.S. market, with each company providing half of the sales and medical affairs effort in support of the product. Both the Company and Astellas are entitled to receive a fee for each qualifying detail made by its respective sales representatives. Outside the United States, decisions are generally made by Astellas and all development and commercialization costs (including cost of goods sold and the royalty on net sales payable to UCLA) are borne by Astellas. Astellas retains all ex-U.S. profits and losses, and pays the Company a tiered royalty ranging from the low teens to the low twenties on the aggregate net sales of XTANDI outside the United States, or ex-U.S. XTANDI sales. Astellas has sole responsibility for promoting XTANDI outside the United States and for recording all XTANDI sales both inside and outside the United States. Both the Company and Astellas have agreed not to commercialize certain other products having a similar mechanism of action (as defined by the Astellas Collaboration Agreement) as XTANDI for the treatment of prostate cancer for a specified time period, subject to certain exceptions.

Under the Astellas Collaboration Agreement, Astellas paid the Company a non-refundable, upfront cash payment of $110.0 million in the fourth quarter of 2009. The Company is also eligible to receive up to $335.0 million in development milestone payments and up to $320.0 million in sales milestone payments. As of December 31, 2014, the Company has earned all of the $335.0 million in development milestone payments and $75.0 million in sales milestone payments under the Astellas Collaboration Agreement. The Company expects that any of the remaining $245.0 million in sales milestone payments that the Company may earn in future periods will be recognized as revenue in their entirety in the period in which the underlying milestone event is achieved. The triggering events for the sales milestone payments are as follows:

Annual Global Net Sales in a Calendar Year	Milestone Payment(1)
$400 million	(2)
$800 million	(3)
$1.2 billion	$70 million
$1.6 billion	$175 million

(1) Each milestone shall only be paid once during the term of the Astellas Collaboration Agreement.

(2) This milestone totaling $25.0 million was earned and recognized as collaboration revenue during the fourth quarter of 2013 and payment was received in the first quarter of 2014.

(3) This milestone totaling $50.0 million was earned and recognized as collaboration revenue during the fourth quarter of 2014 and is included in receivable from collaboration partner on the consolidated balance sheet at December 31, 2014. Payment was received during the first quarter of 2015.

The Company and Astellas are each permitted to terminate the Astellas Collaboration Agreement for an uncured material breach by the other party or for the insolvency of the other party. Astellas has a right to terminate the Astellas Collaboration Agreement unilaterally by advance written notice to the Company. Following any termination of the Astellas Collaboration Agreement in its entirety, all rights to develop and commercialize XTANDI will revert to the Company, and Astellas will grant a license to the Company to enable it to continue such development and commercialization. In addition, except in the case of a termination by Astellas for the Company’s material breach, Astellas will supply XTANDI to the Company during a specified transition period.

Unless terminated earlier by the Company or Astellas pursuant to the terms thereof, the Astellas Collaboration Agreement will remain in effect: (a) in the United States, until such time as Astellas notifies the Company that Astellas has permanently stopped selling products covered by the Astellas Collaboration Agreement in the United States; and (b) in each other country of the world, on a country-by-country basis, until such time as (i) products covered by the Astellas Collaboration Agreement cease to be protected by patents or regulatory exclusivity in such country and (ii) commercial sales of generic equivalent products have commenced in such country.

(b) Former Collaboration Agreement with Pfizer

The Company entered into a collaboration agreement with Pfizer in October 2008. Under the terms of the agreement, the Company and Pfizer agreed to collaborate on the development and commercialization of its former product candidate dimebon for the treatment of Alzheimer’s disease and Huntington disease for the U.S. market. Pfizer paid the Company a non-refundable, upfront cash payment of $225.0 million in the fourth quarter of 2008. Under the terms of the former collaboration agreement with Pfizer, the Company and Pfizer shared the costs and expenses of developing and commercializing dimebon for the U.S. market on a 60%/40% basis, with Pfizer assuming the larger share. In January 2012, Pfizer exercised its right to terminate the collaboration agreement and the Company and Pfizer discontinued development of dimebon for all indications due to the negative Phase 3 trial results in both indications. Amortization of the full Pfizer upfront payment was completed upon completion of the Company’s performance obligations in the third quarter of 2012.

(c) Collaboration Revenue

Collaboration revenue consists of three components: (a) collaboration revenue related to U.S. XTANDI sales; (b) collaboration revenue related to ex-U.S. XTANDI sales; and (c) collaboration revenue related to upfront and milestone payments.

Collaboration revenue was as follows:

	Years Ended December 31,
	2014		2013		2012
Collaboration revenue:
Related to U.S. XTANDI sales	$	339,902	$	196,208	$	35,752
Related to ex-U.S. XTANDI sales		49,476		6,338		—
Related to upfront and milestone payments		321,109		70,396		145,944
Total	$	710,487	$	272,942	$	181,696

Collaboration Revenue Related to U.S. XTANDI Sales

Under the Astellas Collaboration Agreement, Astellas records all U.S. XTANDI sales. The Company and Astellas share equally all pre-tax profits and losses from U.S. XTANDI sales. Subject to certain exceptions, the Company and Astellas also share equally all XTANDI development and commercialization costs attributable to the U.S. market, including cost of goods sold and the royalty on net sales payable to UCLA under the Company’s license agreement with UCLA. The primary exceptions to the equal cost sharing are that each party is responsible for its own commercial FTE costs and that development costs supporting marketing approvals in both the United States and either Europe or Japan are borne one-third by the Company and two-thirds by Astellas. The Company recognizes collaboration revenue related to U.S. XTANDI sales in the period in which such sales occur. Collaboration revenue related to U.S. XTANDI sales consists of the Company’s share of pre-tax profits and losses from U.S. sales, plus reimbursement of the Company’s share of reimbursable U.S. development and commercialization costs. The Company’s collaboration revenue related to U.S. XTANDI sales in any given period is equal to 50% of U.S. XTANDI net sales as reported by Astellas for the applicable period.

Collaboration revenue related to U.S. XTANDI sales was as follows:

	Years Ended December 31,
	2014			2013			2012
U.S. XTANDI sales (as reported by Astellas)	$	679,805		$	392,415		$	71,504
Shared U.S. development and commercialization costs		(323,730	)		(241,106	)		(88,908	)
Pre-tax U.S. profit (loss)	$	356,075		$	151,309		$	(17,404	)
Medivation’s share of pre-tax U.S. profit (loss)	$	178,037		$	75,655		$	(8,702	)
Reimbursement of Medivation’s share of shared U.S. costs		161,865			120,553			44,454
Collaboration revenue related to U.S. XTANDI sales	$	339,902		$	196,208		$	35,752

XTANDI first became available for shipment on September 13, 2012. Collaboration revenue related to U.S. XTANDI sales for the year ended December 31, 2012 represents U.S. XTANDI sales from September 13, 2012 through December 31, 2012.

Collaboration Revenue Related to Ex-U.S. XTANDI Sales

Under the Astellas Collaboration Agreement, Astellas records all ex-U.S. XTANDI sales. Astellas is responsible for all development and commercialization costs for XTANDI outside the United States, including cost of goods sold and the royalty on net sales payable to UCLA under the Company’s license agreement with UCLA, and pays the Company a tiered royalty ranging from the low teens to the low twenties on net ex-U.S. XTANDI sales. The Company recognizes collaboration revenue related to ex-U.S. XTANDI sales in the period in which such sales occur. Collaboration revenue related to ex-U.S. XTANDI sales consists of royalties from Astellas on those sales.

Collaboration revenue related to ex-U.S. XTANDI sales was $49.5 million and $6.3 million for the years ended December 31, 2014 and 2013, respectively. There was no collaboration revenue related to ex-U.S. XTANDI sales for the year ended December 31, 2012.

Collaboration Revenue Related to Upfront and Milestone Payments

Collaboration revenue related to upfront and milestone payments was as follows:

	Years Ended December 31,
	2014		2013		2012
From Astellas:
Development milestones earned	$	257,000	$	20,000	$	45,000
Sales milestones earned		50,000		25,000		—
Amortization of deferred upfront and development milestones		14,109		25,396		28,914
		321,109		70,396		73,914
From Pfizer:
Amortization of deferred upfront and development milestones		—		—		72,030
Total	$	321,109	$	70,396	$	145,944

Deferred revenue under the Astellas Collaboration Agreement was $2.8 million and $16.9 million at December 31, 2014 and 2013, respectively.

(d) Cost-Sharing Payments

The following table summarizes the reductions in R&D expenses related to development cost sharing payments:

	Years Ended December 31,
	2014		2013		2012
Development cost-sharing payments from Astellas	$	63,479	$	46,594	$	47,473
Development cost-sharing payments from Pfizer		—		—		1,740
Total	$	63,479	$	46,594	$	49,213

The following table summarizes the (increases) reductions in SG&A expenses related to commercialization cost-sharing payments:

	Years Ended December 31,
	2014			2013			2012
Commercialization cost-sharing payments to Astellas	$	(36,094	)	$	(11,973	)	$	(3,437	)
Commercialization cost-sharing payments from Pfizer		—			—			9
Total	$	(36,094	)	$	(11,973	)	$	(3,428	)

(e) Collaboration Receivable

At December 31, 2014 and 2013, collaboration receivable from Astellas was $184.7 million and $107.2 million, respectively. The amounts receivable at December 31, 2014 and 2013 were received in the first quarter of 2015 and 2014, respectively.

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Stockholders' Equity - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 04, 2006
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum percentage before exercise				20.00%
Total fair value of restricted stock units vested	$ 7,000,000	$ 11,800,000	$ 6,200,000
Total fair market value of performance share awards that are vested during the period			4,700,000
Employees share purchase plan, fair market value of common stock at beginning of offering period		85.00%
Employees share purchase plan, fair market value of common stock at end of purchase period		85.00%
Eligible employee contributions		25,000
Shares reserved for issuance	34,696
Shares issued in period	90,067
Employee withholdings for ESPP shares	1,500,000
Expected dividend yield	0.00%
Unrecognized stock-based compensation expense	77,800,000
Unrecognized stock-based compensation expense, weighted-average period for recognition	2 years 4 months 2 days
Warrants to purchase aggregate shares of common stock, Exercised	25,808
Common stock, Exercise price per share	$ 0.78
Warrants to purchase aggregate shares of common stock, Outstanding	20,000
Common stock, Exercise price per share, Outstanding	$ 6.93
Warrants expiration date	2017
Upside Case Achievement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance shares eligible to be earned			83,332
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payments award, expiration term	10 years
Share-based payment awards, vesting period	4 years
Restricted stock units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance shares eligible to be earned	134,865
Performance share awards outstanding	483,580	311,347
Stock appreciation rights granted	399,102
Performance shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance share awards outstanding	0	0
Performance shares [Member] | Upside Case Achievement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance share awards canceled during period			41,668
Stock appreciation rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of restricted stock units vested	6,834,000	9,955,000	4,307,000
Total fair market value of performance share awards that are vested during the period	$ 37,900,000
Stock appreciation rights granted	0	0
Stock options and stock appreciation rights to employees and directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights granted	0	0
Expected dividend yield	0.00%	0.00%	0.00%
Annual non-employee directors grants [Member] | Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment awards, vesting period	1 year
Annual non-employee directors grants [Member] | Restricted stock units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment awards, vesting period, descriptions	Restricted stock units generally vest in three equal installments on approximately the first, second and third anniversaries of the grant date, except for annual restricted stock unit grants to non-employee directors, which vest on approximately the first anniversary of the grant date.
Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	21,150,000
Number of shares available for issuance	2,700,000
ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	3,000,000
Expected dividend yield	0.00%	0.00%
Employee stock purchase plan offerings			0

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Retirement Plan - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Maximum defined contribution plan employees contributions, percentage	100.00%
Percentage of participant contributions considered for first condition of plan	100.00%
Description of percentage of employees eligible earnings subject to match	The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions.
Percentage of participant salary under first condition of plan	3.00%
Percentage of participant contributions considered for second condition of plan	50.00%
Percentage of participant salary under second condition of plan	2.00%
Employer matching contributions to the plan	$ 2.7	$ 1.9	$ 1.3

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Net Income (Loss) Per Common Share (Tables)

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Calculation of Diluted Net Income (Loss) Per Common Share

The following table reconciles the numerator and denominator used to calculate diluted net income (loss) per common share:

	Years Ended December 31,
	2014		2013			2012
Numerator:
Net income (loss)	$	276,452	$	(42,613	)	$	(41,257	)
Interest expense on convertible notes, net of tax		14,030		—			—
Numerator for diluted net income (loss) per common share calculation	$	290,482	$	(42,613	)	$	(41,257	)
Denominator:
Weighted-average common shares, basic		76,929		75,165			73,480
Dilutive effect of common stock equivalents		8,071		—			—
Weighted-average common shares, diluted		85,000		75,165			73,480
Net income (loss) per common share:
Basic net income (loss) per common share	$	3.59	$	(0.57	)	$	(0.56	)
Diluted net income (loss) per common share	$	3.42	$	(0.57	)	$	(0.56	)

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Income Taxes - Schedule of Gross Unrecognized Tax Positions (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Balance as of beginning of year	$ 5,955	$ 4,602	$ 3,936
Additions based on tax positions related to the current year	6,439	702	400
Additions based on tax position related to prior year		660	270
Decreases based on tax positions related to prior year	(27)	(9)	(4)
Balance as of end of year	$ 12,367	$ 5,955	$ 4,602

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	0 Months Ended	3 Months Ended		12 Months Ended
	Sep. 21, 2012	Dec. 31, 2014	Mar. 31, 2013	Dec. 31, 2014 Segment Reporting_Unit	Dec. 31, 2013	Dec. 31, 2012	Sep. 20, 2012
Number of operating business segment				1
Total number of authorized shares		170,000,000		170,000,000	170,000,000
Common stock issued in forward stock split	37,000,000
Par value of common stock		$ 0.01		$ 0.01	$ 0.01
Debt instrument convertible increment of principal amount of conversion	$ 1,000			$ 1,000
Conversion rate of common stock, shares per principal amount	19.5172			19.5172
Conversion price, per share of common stock	$ 51.24	$ 51.24		$ 51.24
Contract term of the Convertible Notes, years				5 years
Number of reporting unit				1
Discrete tax benefit		33,400,000
Amount of net loss increased due to out-of-period adjustment			3,600,000
Out-of-period adjustment				In the first quarter of 2013, the Company recorded an out-of-period correcting adjustment that increased operating expenses and net loss by $3.6 million for the three months ended March 31, 2013. Management concluded that the adjustment is not material to the full year 2013 results or any previously reported financial statements.
Astellas [Member] | Collaborative agreement [Member]
Nonrefundable upfront payment received under collaboration arrangement				110,000,000
Pfizer [Member] | Collaborative agreement [Member]
Nonrefundable upfront payment received under collaboration arrangement				$ 225,000,000
Cash and cash equivalents [Member]
Highly liquid investments maximum maturity period				3 months
Short-Term Investments [Member]
Highly liquid investments maximum maturity period				12 months
Capital stock [Member]
Shares of capital stock authorized	171,000,000
Capital stock [Member] | Pre-Amended and Restated Certificate of Incorporation [Member]
Shares of capital stock authorized pre-split						51,000,000
Capital stock [Member] | After-Amended and Restated Certificate of Incorporation [Member]
Shares of capital stock authorized pre-split							86,000,000
Common Stock [Member]
Total number of authorized shares	170,000,000
Forward stock split of common stock	2			2
Common Stock [Member] | Pre-Amended and Restated Certificate of Incorporation [Member]
Shares of common stock authorized pre-split						50,000,000
Common Stock [Member] | After-Amended and Restated Certificate of Incorporation [Member]
Shares of common stock authorized pre-split							85,000,000

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Fair Value Measurements

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 13. FAIR VALUE MEASUREMENTS

The Company follows ASC 820-10, “Fair Value Measurements and Disclosures,” which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

• Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

• Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Unobservable inputs are used when little or no market data are available. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

			Fair value measurements using:
	Fair Value		Level 1		Level 2		Level 3
December 31, 2014:
Cash equivalents:
Money market funds	$	189,031	$	189,031		—		—
Current liabilities:
Contingent consideration	$	10,000		—		—	$	10,000
Long-term liabilities:
Contingent consideration	$	96,000		—		—	$	96,000
December 31, 2013:
Cash equivalents:
Money market funds	$	189,092	$	189,092		—		—

The fair value of contingent consideration related to an acquisition was estimated utilizing a model with key assumptions that included estimated revenues or completion of certain development and sales milestone targets during the earn-out period, volatility, and estimated discount rates corresponding to the periods of expected payments. The estimated fair value of the contingent consideration liability is remeasured at each reporting period based upon increases or decreases in the probability of the contingent payments, as well as the discount rate. Changes in the estimated fair value of contingent consideration are reflected as non-cash adjustments to operating expenses in the consolidated statements of operations. Additional information regarding the acquisition is included in Note 4, “Business Acquisition.”

The following table presents the total balance of the Company’s other financial instruments that are not measured at fair value on a recurring basis.

			Fair value measurements using:
	Total Balance		Level 1		Level 2		Level 3
December 31, 2014:
Assets:
Bank deposits (included in “Cash and cash equivalents”)	$	313,646	$	313,646		—		—
Liabilities:
Convertible Notes	$	359,219		—	$	359,219		—
December 31, 2013:
Assets:
Bank deposits (included in “Cash and cash equivalents”)	$	39,696	$	39,696		—		—
Liabilities:
Convertible Notes	$	277,145		—	$	277,145		—

Due to their short-term maturities, the Company believes that the fair value of its bank deposits, receivable from collaboration partner, accounts payable, and accrued expenses and other current liabilities approximate their carrying value.

The estimated fair value of the Company’s Convertible Notes, including the equity component, was $496.8 million and $383.3 million at December 31, 2014 and 2013, respectively, and was determined using recent trading prices of the Convertible Notes. The fair value of the Convertible Notes included in the table above represents only the liability component of the Convertible Notes, because the equity component is included in stockholders’ equity on the consolidated balance sheets. For purposes of the table above, the fair value of the Convertible Notes was bifurcated between the debt and equity components in a ratio similar to the principal amounts of the Convertible Notes.