REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the “ Agreement ”) is made and entered into as of this 17th day of December, 2004 by
and among Orion Acquisition Corp. II, a Delaware corporation (the “ Company ”), on the one hand, and David T. Hung, M.D.,
C. Patrick Machado, Dara Biosciences, Inc. and Selena Pharmaceuticals, Inc. (collectively the “ Medivation Stockholders ”) and
MDB Capital Group LLC, a California limited liability company (the “ MDB Holders ”, and together with the Medivation
Stockholders, the “ Holders ”) on the other hand.
The parties hereby agree as follows:
1. Certain Definitions .
As used in this Agreement, the following terms shall have the following meanings:
“ Affiliate ” means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is
under common control with, such person.
“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general
transaction of business.
“ Common Stock ” shall mean the Company’s common stock, par value $0.01 per share, and any securities into which such
shares may hereinafter be reclassified.
“ Holder Registrable Securities ” shall mean the MDB Registrable Securities and the Medivation Registrable Securities.
“ Holder Shares ” shall mean the MDB Shares and the Medivation Shares.
“ Investor Registrable Securities ” shall mean the Investor Shares and any other securities issued or issuable with respect
to or in exchange for Investor Shares; provided, that, a security shall cease to be an Investor Registrable Security upon (A) sale
pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by the
Investors pursuant to Rule 144(k).
“ Investor Registration Rights Agreement ” means the registration rights agreement, dated on or about the date hereof,
between the Company and the Investors.