This Amendment Agreement (the “ Amendment ”), dated as of December , 2004, is made by and between Medivation,
Inc., a Delaware corporation (“ Medivation ”), and Joseph J. Grano, Jr. (“ Mr. Grano ”).
A. Mr. Grano and Medivation have entered into three Convertible Note and Warrant Purchase Agreements, Convertible
Promissory Notes (the “ Notes ”) and Warrants (the “ Warrants ”), dated as of June 8, August 1 and September 1, 2004. These
agreements shall be referred to collectively herein as the “ Loan Documents .”
B. Pursuant to the Loan Documents, Mr. Grano extended to Medivation loans in the aggregate principal amount of Six
Hundred Thousand Dollars ($600,000) (the “ Loans ”).
C. Medivation presently intends to enter into a reverse merger (the “ Merger ”) with Orion Acquisition Corp II, a Delaware
corporation (“ Orion ”), on the terms and subject to the conditions specified in the Confidential Private Placement
Memorandum dated November 30, 2004 (the “ PPM ”), a copy of which has been provided to Mr. Grano. As a result of the
Merger, Medivation will become a wholly-owned subsidiary of Orion.
D. Immediately following completion of the Merger, Orion will issue shares of its Common Stock (the “ Orion Common
Stock ”) to investors in a private placement financing (the “ Offering ”), and will agree with such investors to register the
shares sold in the Offering with the Securities and Exchange Commission for reoffer and resale, all on the terms and subject to
the conditions specified in the PPM.
E. The Merger and the Offering shall sometimes be referred to collectively herein as the “ Transaction .”
F. Medivation and Mr. Grano mutually desire to enter into this Amendment to amend the terms of certain of the Loan
Documents, and to reflect their mutual agreement on the disposition of the Loans in the Transaction.
I. All of the agreements in this Amendment are subject to, and will take effect only upon the consummation