EXHIBIT 10.2(b)
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of December, 2004 by and among Orion
Acquisition Corp. II, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto
(each an “Investor” and collectively the “Investors”).
Recitals
A. The Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Medivation
Acquisition Corp., a Delaware corporation (“Merger Sub”), and Medivation, Inc., a Delaware corporation (“Medivation”),
pursuant to which, among other things, Merger Sub will merge with and into Medivation with Medivation as the surviving
entity thereof (the “Merger”); and
B. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended; and
C. The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors,
upon the terms and conditions stated in this Agreement, an aggregate of up to 2,580,645 shares of the Company’s Common
Stock, par value $0.01 per share (together with any securities into which such shares may be reclassified the “Common Stock”),
at purchase price of $1.55 per share; and
D. Contemporaneous with the sale of the Common Stock, the parties hereto will execute and deliver a Registration
Rights Agreement, in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the
Company will agree to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, and applicable state securities laws, and a Voting Agreement, in the form attached hereto
as Exhibit B (the “Voting Agreement”), pursuant to which the Investors will agree t