Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of A Director

On January 31, 2012, Kathryn E. Falberg was elected by the board of directors (the "Board") of Medivation, Inc. as a member of the Board, and as a member of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board. Ms. Falberg was also appointed as the chair of the Audit Committee.

Under the newly revised standard compensation arrangements for outside directors of Medivation, Ms. Falberg, will be entitled to receive the following compensation:

1. An annual Board cash retainer of $50,000;

2. An additional annual cash retainer of $25,000 for service as a member and chair of the Audit Committee;

3. An additional annual cash retainer of $10,000 for service as a member of the Compensation Committee;

4. An additional annual cash retainer of $7,500 for service as a member of the Nominating and Corporate Governance Committee;

5. An initial stock option grant of 15,000 shares, to vest over four years with 25% vesting after one year and then monthly thereafter over the remaining three years, with an exercise price equal to the closing price of Medivation common stock on the date of grant;

6. An initial restricted stock unit grant of 7,500 shares, to vest over three years with 1/3 of the shares vesting on each anniversary of the date of grant; and

7. An additional annual equity grant each year with a value equal to $350,000, split equally between stock options and restricted stock units, both with a one year vesting period and with the exercise price of the option equal to the closing price of Medivation common stock on the date of grant.

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