Q1 2016

Financial and Corporate Update

Speakers

David Hung, M.D. Founder, President and CEO

Marion McCourt Chief Operating Officer
Jennifer Jarrett Chief Financial Officer
Mohammad Hirmand, M.D. Interim Chief Medical Officer

Additional Information
Forward-Looking Statements
This presentation contains forward-looking statements. All statements relating to events or results that may occur in the future, including but not limited to statements
regarding our future results of operations and financial position, our anticipated future non-GAAP revenue, estimated future sales of XTANDI, market opportunity for our
products and product candidates, potential regulatory approvals or events, and clinical trial events or progress, are forward-looking statements. These statements involve
known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements. Words such as believe, opportunity, potential, expected,
potentially, may, goals, and similar expressions are intended to identify these forward-looking statements. These statements involve known and unknown risks,
uncertainties and other important factors, including risks inherent in obtaining regulatory approvals, that may cause our actual results, performance or achievements to
be materially different from those expressed or implied by the forward-looking statements. Because forward-looking statements are inherently subject to risks and
uncertainties, you should not rely on these forward -looking statements as predictions of future events. For a further description of the risks and uncertainties that could
cause actual results to differ from those expressed in forward-looking statements, including risks relating to relating to our business in general, see our Annual Report on
Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 26, 2016, and Quarterly Report on Form 10-Q for the quarter ended March 31,
2016, filed with the SEC on May 5, 2016. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained
herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Additional Information
This presentation is neither an offer to buy nor a solicitation of an offer to sell any securities of Medivation. No tender offer for the shares of Medivation has commenced
at this time. In connection with its proposed transaction, Sanofi may file tender offer documents, consent solicitation documents or other documents with the U.S.
Securities and Exchange Commission (SEC). If a tender offer and/or consent solicitation is commenced, Medivation will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to such tender offer and may file a solicitation of revocation in connection with such consent
solicitation. Once filed, stockholders will be able to obtain, as applicable, the tender offer statement on Schedule TO, the offer to purchase, the
Solicitation/Recommendation Statement of Medivation on Schedule 14D-9, any consent solicitation, any solicitation of revocation and related materials with respect to
any tender offer or consent solicitation, free of charge, at the website of the SEC at www.sec.gov, and from any information agent and/or dealer manager named in the
tender offer materials. Stockholders may also obtain, at no charge, any such documents filed with or furnished to the SEC by Medivation under the SEC Filings tab in
the Investor Relations section of Medivations website atwww.medivation.com. Stockholders are advised to read these documents, if and when they become available,
including any amendments thereto, as well as any other documents relating to any tender offer and/or consent solicitation that are filed with the SEC, carefully and in
their entirety prior to making any decisions with respect to whether to tender shares or submit consents because the documents will contain important information.
Certain Information Regarding Participants
Medivation, its directors and certain of its executive officers may be deemed to be participants in the solicitation of revocations in connection with any Sanofi
solicitation. Information regarding the names of Medivations directors and executive officers and their respective interests in Medivation by security holdings or otherwise
is set forth in Medivations proxy statement for the 2016 Annual Meeting of Shareholders, as amended, filed with the SEC on April 29, 2016. Additional information can
also be found in Medivations Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016 and in Medivations latest
Quarterly Report on Form 10-Q.

KEY HIGHLIGHTS

David Hung, M.D.

Founder, President and CEO

COMMERCIAL PERFORMANCE

Marion McCourt
Chief Operating Officer

FINANCIAL UPDATE

Jennifer Jarrett
Chief Financial Officer

U.S. XTANDI Net Sales

As recorded by Astellas
Key Metrics & Comments
In USD millions

$350

+37% increase Y-o-Y

$300

$298

$313

$316

$308

$250
$200

Sequential quarter decrease

in U.S. XTANDI net sales in
Q1 2016 was due to higher
gross-to-net (due to reset of
Medicare Part D donut
hole) and a decrease in
inventory at channel
partners compared to Q4
2015

$224

$150
$100
$50
$Q1-15

Year over year increase in

U.S. XTANDI net sales of
37% was driven by an
increase in underlying
demand of 33%

Q2-15

Q3-15

Q4-15

Q1-16

Ex-U.S. XTANDI Net Sales

As recorded by Astellas
Key Metrics & Comments
In USD millions

+80% increase y-o-y

$300

$250

$231
$200

$240

$205

Ex-US XTANDI net sales

were approximately $240
million in Q1 2016, an
increase of 80% compared
to Q1 2015
The increase was primarily
driven by growth in
Germany, France and
Japan

$188
$150

$133
$100

$50

$Q1-15

Q2-15

Q3-15

Q4-15

Q1-16

Medivation Non-GAAP Revenue

+43% increase y-o-y

In USD millions

Key Metrics & Comments

$250

30%

$203
$190

$200

$175
$34

$182
$45
$29

$26
$150

$128

$149

$157

$154

19%

$16
$100

$158

$112
16%
14%

$50

12%

12%
$-

Non-GAAP revenues
typically lower in first quarter
of calendar year due to:

25%

Reset of royalty rate on exU.S. net sales of XTANDI

effective January 1st of each
20% calendar year
The seasonal effects that were
detailed on the previous slide,
15% notable a higher gross to net
accrual rate and inventory
changes in Q1 2016
10%

Q1-15

Q2-15

Revenue related to U.S. XTANDI net sales

Q3-15

Q4-15

Q1-16

Revenue related to ex-U.S. XTANDI net sales

Effective Ex-U.S. Royalty Rate

Non-GAAP R&D Expenses

In USD millions

Key Metrics & Comments

$80

+11% q-o-q
Acquired Talazoparib
October 2015

$60

$68
$61

$40

$38

$41

$40

Q2-15

Q3-15

Year over year increase in

Non-GAAP R&D, primarily
related to our talazoparib
program which we acquired
in October 2015
Modest 11% quarter over
quarter growth and this
sequential growth rate is
expected to decline in
subsequent quarters

$20

$Q1-15

Q4-15

Q1-16

10

Non-GAAP SG&A Expenses

+24% increase y-o-y

In USD millions

Key Metrics & Comments

$100

$80

$60

$84
$67

$66
$58

$59

$40

First quarter Non-GAAP

SG&A expenses were
impacted by annually
recurring collaboration
expenses incurred by
Astellas that are expensed
to us almost entirely in the
first quarter of the year
Consistent with last year, we
expect our Non-GAAP
SG&A expense to decrease
in subsequent quarters

$20

$Q1-15

Q2-15

Q3-15

Q4-15

Q1-16

11

Non-GAAP EPS
EPS: Y-o-Y Growth

Key Metrics & Comments

$0.20

First quarter EPS generally

lower due to:

+35% increase y-o-y

$0.15
$0.10

Lower Non-GAAP revenues

due to 1) reset of royalty rate
on XTANDI ex-U.S. net sales
and 2) higher gross to net and
inventory changes related to
US net sales of XTANDI

$0.11
$0.08

$0.05
$0.00

Q1-15

Q1-16

Higher Non-GAAP S&GA

expenses due to timing of
certain collaboration expenses
incurred by Astellas

Non-GAAP EPS
$0.50

Acquired Talazoparib
October 2015

$0.40

$0.35

$0.30
$0.29

$0.29

$0.20
$0.10
$0.00

$0.11

$0.08
Q1-15

Q2-15

Q3-15

Q4-15

We expect a significant
increase in Non-GAAP EPS
in coming quarters and are
reaffirming 2016 full year
Non-GAAP EPS guidance of
$1.30 -$1.40

Q1-16

12

Reaffirming Full Year 2016 Non-GAAP Guidance

All amounts in $ millions except for Tax Rate and EPS

US XTANDI Sales (1)
Non-GAAP Collaboration Revenue

2016 FY Guidance
$1,425 - $1,525

(2)

$900 - $970

Non-GAAP Operating Expenses (3)

$555 - $600

Non-GAAP R&D Expenses

$280 - $300

Non-GAAP SG&A Expenses

$275 - $300

Non-GAAP Tax Rate

Non-GAAP Diluted EPS

35.5% - 36.0%
$1.30 - $1.40

(1) This represents Medivation's projection of U.S. net sales at the Astellas level
(2) This measure includes (i) Medivation's collaboration revenue related to U.S. net sales of XTANDI and (ii) Medivation's collaboration
revenue related to ex-U.S. net sales of XTANDI, in the form of a royalty payment earned from Astellas.
(3) Non-GAAP operating expenses exclude non-cash, stock-based compensation expense, and any change in fair value of contingent
purchase consideration or in-process research and development expenses.

13

Non-GAAP Financial Measures

14

Reconciliation of GAAP Reported to Non-GAAP (1 of 2)

2015

(in millions, except per share amounts)

(unaudited)

Q1-15

Q2-15

2016
Q3-15

Q4-15

Q1-16

Collaboration revenue reconciliation:

GAAP collaboration revenue

129 $

176 $

(1)

(1)

128 $

175 $

190 $

203 $

182

45 $

47 $

46 $

94 $

78

(6)

(6)

(6)

(7)

(6)

(1)

Upfront and milestone payments from Astellas (a)

Non-GAAP collaboration revenue

261 $
(71)

378 $
(175)

182
-

Research and development expenses reconciliation:

GAAP research and development expenses
Stock-based compensation expense (b)
Contingent consideration (c)

(1)

(0)

Upfront license and milestone-related payments to third party (d)

Impairment of intangible assets (e)

(30)

Non-GAAP research and development expenses

(2)
-

38 $

41 $

40 $

61 $

68

Selling, general and administrative expenses reconciliation:

GAAP selling, general, and administrative expenses

84 $

75 $

76 $

62 $

97

Stock-based compensation expense (b)

(8)

(8)

(8)

(7)

(8)

Contingent consideration (c)

(3)

(1)

(2)

14

(5)

Upfront license and milestone-related payments to third party (d)

(6)

(8)

(8)

(3)

67 $

58 $

59 $

66 $

Non-GAAP selling, general and administrative expenses

84

15

Reconciliation of GAAP Reported to Non-GAAP (2 of 2)

2015

(in millions, except per share amounts)

(unaudited)

Q1-15

Q2-15

2016
Q3-15

Q4-15

Q1-16

Net (loss) income reconciliation:

GAAP net (loss) income

(3) $

26

80

143

Upfront and milestone payments from Astellas (a)

(1)

(1)

(71)

(175)

Stock-based compensation expense (b)

13

14

13

14

14

Contingent consideration (c)

(17)

Upfront licnese and milestone-related payments to third party (d)

Impairment of intangible assets (e)

30

Non-cash interest expense (f)

Loss on extinguishment of convertible notes (g)

13

Income tax adjustments (h)

Non-GAAP net income

(9)

(13)

12

53

(8)

13

49

58

49

19

(3) $

26

80

143

17

23

Diluted net (loss) income per share reconciliation:

GAAP net (loss) income
Non-GAAP adjustments after-tax

(21)

(93)

14

Non-GAAP diluted net ncome

13

49

58

49

19

Non-GAAP diluted net (loss) income per share

0.08

0.29

0.35

0.29

0.11

Shares used in per share calculation (diluted):

GAAP shares used in per share calculation (diluted) (i)

157

Dilutive effect of common stock equivalents (j)

Non-GAAP shares used in per share calculation (diluted)

162

169

168

169

168

168

168

168

168

16

Explanation of Adjustments to Reconciliation Tables

Upfront and milestone payments from Astellas: Upfront and milestone payments are excluded from non-GAAP financial measures because they occur at irregular intervals and are not related to
a) Medivations long term core business going forward; such exclusion allows for better representation of the ongoing economics of the business, facilitates period over period comparison and is
reflective of how Medivation manages its business.
b)

Stock-based compensation expense: Stock-based compensation expense is excluded from non-GAAP financial measures because of the nature of this charge, varying available valuation
methodologies, subjective assumptions and the variety of award types; such exclusion facilitates comparison of Medivations operating results to peer companies.

Contingent consideration: The effects of contingent consideration valuation are excluded from non-GAAP financial measures; because of the nature of this item, which is related to the change in fair
c) value of the liability for contingent consideration related to the acquisition of worldwide rights to talazoparib from BioMarin Pharmaceutical, Inc., and Medivation's license agreement with CureTech,
Inc. for pidiluzimab; such exclusion facilitates comparisons of Medivation's operating results to peer companies.
Upfront license and milestone-related payments to third party and other adjustments: These payments and adjustments are excluded from non-GAAP financial measures because they occur at
d) irregular intervals and are not related to Medivations long term core business going forward; such exclusion facilitates understanding of the ongoing economics of the business, facilitates period over
period comparison and is reflective of how Medivation manages its business.
e)

Impairment of intangible assets: The effects of impairment of intangible assets are excluded from non-GAAP financial measures because of the nature of this item, which is related to impairment of
our IPR&D asset related to pidiluzimab; such exclusion facilitates comparisons of Medivation's operating results to peer companies.

Non-cash interest expense related to the Convertible Notes and Revolving Credit Facility: The effects of non-cash interest expense related to the Convertible Notes and the Revolving Credit Facility are
f) excluded from non-GAAP financial measures because these expenses are non-cash expenses; such exclusion facilitates comparison of Medivations cash operating results to peer companies and is
reflective of how Medivation manages its business.

g)

Loss on extinguishment of Convertible Notes: The effects of loss on extinguishment of the Convertible Notes are excluded from non-GAAP financial measures because this expense is a non-cash
charge; such exclusion facilitates comparison of Medivation's cash operating results to peer companies and is reflective of how Medivation manages its business.

h) Income tax adjustments: Adjustments to income tax expense for non-GAAP financial measures consist of the income tax effect of the non-GAAP adjustments.
Interest and shares underlying Convertible Notes: In periods in which Medivation reports GAAP or non-GAAP net income, the effect of contingently issuable shares is considered in the calculation of
diluted net income per share. Beginning in the second quarter of 2015, the "cash settlement" method is used to determine the dilutive effect of the Convertible Notes. Under this method, interest is
not added back to the numerator, and only the contingently issuable shares related to the conversion spread are included in the denominator, if dilutive. The computation of diluted net income per
i)
common share for the second and third quarter of 2015 includes the effect of approximately 2.4 million and 0.8 million common shares, respectively, related to the conversion spread for both nonGAAP and GAAP purposes. The Convertible Notes had no effect on the diluted net income per share calculation for the three months ended December 31, 2015 for both GAAP and non-GAAP purposes
because Medivation completed the settlement of all of its Convertible Notes during the third quarter of 2015.
Diluted effect of common stock equivalents: In periods in which Medivation reports a GAAP net loss, all common stock equivalents are deemed anti-dilutive and basic and diluted common shares are
equal. Because Medivation had non-GAAP net income for the three months ended March 31, 2015, the dilutive effect of common stock equivalents is included in the diluted net income per share
j)
calculation for that period. Because Medivation had a GAAP net loss for the three months ended March 31, 2015, the dilutive effect of common stock equivalents is excluded in the diluted net loss per
common share calculation for that period because such shares have an anti-dilutive effect.

17

KEY HIGHLIGHTS

Delivering Value Now and Into The Future

David Hung, M.D.
Founder, President and CEO

Additional Information
Forward-Looking Statements
This presentation contains forward-looking statements. All statements relating to events or results that may occur in the future, including but not limited to statements
regarding our future results of operations and financial position, our anticipated future non-GAAP revenue, estimated future sales of XTANDI, market opportunity for our
products and product candidates, potential regulatory approvals or events, and clinical trial events or progress, are forward-looking statements. These statements involve
known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements. Words such as believe, opportunity, potential, expected,
potentially, may, goals, and similar expressions are intended to identify these forward-looking statements. These statements involve known and unknown risks,
uncertainties and other important factors, including risks inherent in obtaining regulatory approvals, that may cause our actual results, performance or achievements to
be materially different from those expressed or implied by the forward-looking statements. Because forward-looking statements are inherently subject to risks and
uncertainties, you should not rely on these forward -looking statements as predictions of future events. For a further description of the risks and uncertainties that could
cause actual results to differ from those expressed in forward-looking statements, including risks relating to relating to our business in general, see our Annual Report on
Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 26, 2016, and Quarterly Report on Form 10-Q for the quarter ended March 31,
2016, filed with the SEC on May 5, 2016. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained
herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Additional Information
This presentation is neither an offer to buy nor a solicitation of an offer to sell any securities of Medivation. No tender offer for the shares of Medivation has commenced
at this time. In connection with its proposed transaction, Sanofi may file tender offer documents, consent solicitation documents or other documents with the U.S.
Securities and Exchange Commission (SEC). If a tender offer and/or consent solicitation is commenced, Medivation will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to such tender offer and may file a solicitation of revocation in connection with such consent
solicitation. Once filed, stockholders will be able to obtain, as applicable, the tender offer statement on Schedule TO, the offer to purchase, the
Solicitation/Recommendation Statement of Medivation on Schedule 14D-9, any consent solicitation, any solicitation of revocation and related materials with respect to
any tender offer or consent solicitation, free of charge, at the website of the SEC at www.sec.gov, and from any information agent and/or dealer manager named in the
tender offer materials. Stockholders may also obtain, at no charge, any such documents filed with or furnished to the SEC by Medivation under the SEC Filings tab in
the Investor Relations section of Medivations website atwww.medivation.com. Stockholders are advised to read these documents, if and when they become available,
including any amendments thereto, as well as any other documents relating to any tender offer and/or consent solicitation that are filed with the SEC, carefully and in
their entirety prior to making any decisions with respect to whether to tender shares or submit consents because the documents will contain important information.
Certain Information Regarding Participants
Medivation, its directors and certain of its executive officers may be deemed to be participants in the solicitation of revocations in connection with any Sanofi
solicitation. Information regarding the names of Medivations directors and executive officers and their respective interests in Medivation by security holdings or otherwise
is set forth in Medivations proxy statement for the 2016 Annual Meeting of Shareholders, as amended, filed with the SEC on April 29, 2016. Additional information can
also be found in Medivations Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016 and in Medivations latest
Quarterly Report on Form 10-Q.

19

Table of Contents

Medivations Compelling Value Proposition

XTANDI Commercial Success and Runway for Growth in Prostate Cancer and Beyond

Innovative Late-Stage Pipeline: Talazoparib and Pidilizumab

Sanofis Substantially Inadequate and Opportunistically-Timed Proposal

Conclusion

20

Q1 2016

Medivations Compelling Value

Proposition

Why We Are Here

We seek to meaningfully improve the quality of life of patients and
families suffering from serious disease by identifying and rapidly and
efficiently developing and delivering medically innovative therapies

Graeme in 2010

Graeme Today

(given 3 weeks to live,

enrolled in XTANDI AFFIRM trial)

(with 3rd grandchild)

22

We Will Continue To Deliver Substantial Value and

Build Upon Our Leadership in Oncology
Developed the Worlds Leading
Prostate Cancer Therapy

Non-GAAP Revenue ($mm)

$2,500+

$2.2 Billion Annualized Run Rate in

Worldwide XTANDI Net Sales
29%+
CAGR

XTANDI Development: One of the

Fastest in Biopharma History
Wholly-Owned, Late-Stage Assets
with Blockbuster Potential
$695

Robust Future Growth Ahead

Track Record of Generating

Significant Shareholder Returns

2015A

2020E

23

Medivation Has a History of Robust Financial Performance

and Significant Shareholder Returns
Non-GAAP Revenue (1)

Total Shareholder Returns

($ in millions)

15,141%

MDVN

$935

126% CAGR

Nasdaq Biotechnology
Index

$695
$389
$203

4,487%

$36
2012A

2013A

2014A

2015A

2016E

957%

Time to Profitability (2)

(Quarters Following First Product Launch)

16

16

17

(4)

>18

46%

(3)

124%

144%

3-Year

5-Year

245%

255%

10-Year

Since First
Public
Financing

Source: FactSet and Company filings as of 05/04/16

(1) 2016E Non-GAAP revenue represents midpoint of 2016 guidance of $900mm - $970mm
(2) Profitability defined as four consecutive positive Non-GAAP net income quarters or
positive Non-GAAP net income as of most recent quarter; > denotes Non-GAAP
unprofitability as of latest financial reporting period

(3)

(4)

Onyx reported Non-GAAP profitability from 1Q08 4Q09, but did not
report four quarters of consecutive Non-GAAP profitability from 1Q10
until acquisition in 3Q13
BioMarin reported Non-GAAP profitability from 4Q07 4Q10, but has
not reported four consecutive quarters of Non-GAAP profitability since

24

Medivation Has Built a Leading Oncology Franchise

Products

Phase 1

Phase 2

Phase 3

Marketed

Addressable
Market

AFFIRM + PREVAIL (Led by Medivation)

XTANDI

TERRAIN + STRIVE (STRIVE was Led by Medivation)

Prostate Cancer

EMBARK (Led by Medivation)

PROSPER (Led by Medivation)

>$15bn
(U.S.)

ARCHES
Triple Negative Breast Cancer (TNBC) Dx+ (Led by Medivation)
ER/PgR+ Breast Cancer (Led by Medivation)

Other Indications

HER2+ and AR+ Breast Cancer

>$3.5bn
(U.S.)

Hepatocellular Carcinoma
EMBRACA gBRCA Breast Cancer
Small Cell Lung Cancer (SCLC) (all comers)

Talazoparib
(MDV3800)

Breast Cancer (Beyond BRCA)

>$30bn

Prostate (Monotherapy)

(U.S. and
Europe)

Prostate (Combo with chemo)

Ovarian Cancer
Other Indications: GBM & NSCLC
Diffuse Large B-Cell Lymphoma (DLBCL)

Pidilizumab
(MDV9300)

Multiple Myeloma
Follicular Lymphoma

>$5bn
(U.S.)

Note: Lighter shading indicates trials to be initiated

Addressable market as estimated by management
25

Creating Long-Term Value:

Potential for Up to 7 Approvals Through 2020
2016

2017

2018

XTANDI

PDUFA date for

TERRAIN/STRIVE
(10/22/16)

2019

PRESIDE data

EMBARK

ALLIANCE data
ARCHES

PROSPER to complete
enrollment

PLATO data

PROSPER

Ph 2 data in patients
with ER/PgR+ BC

ER/PgR+ BC
mTNBC Dx+

Initiate Ph 3 in mTNBC

Talazoparib

2020

Ph 3 data from
EMBRACA trial in
BRCA breast

EMBRACA
Ovarian cancer

Initiate trials in Breast,

Prostate, Ovarian and SCLC

Prostate cancer
(monotherapy)

SCLC
Breast cancer
(Beyond BRCA)

Pidilizumab

Prostate cancer
(combo)
Resume Ph 2 in relapsed
and refractory DLBCL
patients

Initiate Ph 3 in DLBCL

DLBCL
if accelerated

Initiate 2nd Ph 3 in DLBCL

Initiate Ph 3 in
Multiple Myeloma
Potential Approval

Potential Top-Line Results

Potential Trial Initiation/Enrollment

26

CLINICAL AND BUSINESS HIGHLIGHTS

XTANDI Commercial Success and

Runway for Growth in Prostate Cancer
and Beyond

XTANDI Is Among The Top Selling Oncology

Products and Still Growing
Top 10 Oncology Drugs by Worldwide Sales

2015A WW Revenues ($mm)

2021E WW Revenues

$7,321

6,945

6,794

5,801

4,658

4
5

2,493

2,231

1,907

1,632

10

1,620

10

Source: WW Product Sales, EvaluatePharma accessed April 2016

28

XTANDI Is Expected to Become the Second Best Selling

Drug in Europe in 2022 Across All Therapeutic Areas
Top 5 Marketed Drugs by Europe Sales
Europe Sales (mm)
Product

Xarelto

Therapy Area

2015

2022E

Year of
European Launch

Anticoagulation

1,301

2,718

2008

Oncology

586

2,500

2013

Company
Bayer

2
3

Opdivo

Bristol-Myers Squibb

Oncology

160

2,358

2015

Revlimid

Celgene

Oncology

1,115

2,216

2007

Triumeq

GlaxoSmithKline

HIV

242

2,048

2014

Source: Europe sales in mm. EvaluatePharma accessed April 2016

29

XTANDI Is Now the Leading Novel Hormonal Therapy

in the U.S.
XTANDI Duration of Therapy has More Than Doubled to 8 Months
Quarterly Net Sales of
Novel Hormonal Therapies

XTANDI U.S. Net Sales

$300

Zytiga U.S. Net Sales

$250

8.0

7
6

$200

6.0
5

5.0

$150

3.5

$100

4
3
2

Launched
16 months
later

$50

55%

10

XTANDI Avg. Duration of Use

$0

1
0

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
11 112012
12 12 12 122013
13 13 13 13 2014
14 14 14 14 2015
15 15 15 152016
16 16

2011
11 11

XTANDI Average Duration (in months)

U.S. Quarterly Net Sales (in $ millions)

$350

TRx Share of the U.S.

Novel Hormonal Therapy Market

53%

50.4%

51%

49%

49.6%

47%

XTANDI TRx share

Zytiga TRx share
45%

Q2 15

Q3 15

Q4 15

Q1 16

Novel Hormonal Therapy (NHT) Market defined as XTANDI and Zytiga

Source: IMS Weekly NPA Data, 13 full consecutive weeks per quarter
TRx is the total number of prescriptions
30

$2.2bn
annualized
WW sales

8.0

XTANDI
Current

30

Median Time to PSA Progression (Months)

Estimated Treatment Duration (Months)

XTANDI Clinical Data Support Longer Treatment Duration

in Earlier Lines of Prostate Cancer

24.9+
25

19.4

20

15

11.2
10

8.3

Approved
2012

Approved
2014

sNDA Filed
2016

ARCHES 5

sNDA Filed
2016
Ongoing

Note: PSA=prostate-specific antigen.

1) N Engl J Med 2012; 367:1187-1197. 2) N Engl J Med 2014; 371:424-433; 3) Heidenreich A, et al. EAU Congress. March 20-24, 2015; Madrid,
Spain; 4) Penson D, et al. AUA Congress. May 15-19, 2015; New Orleans, LA, USA. 5) Arrow shown for illustrative purposes.
31

Ongoing Phase 3 Trials Significantly Expand

XTANDIs Addressable Market
Ongoing XTANDI Trials Targeting Earlier-Stage Prostate Cancer Patients
(Addressable U.S. Patient Population)
ARCHES

133,000

Addressable
U.S. Market
>$15bn

12,000

30,000
18,000

+
sNDA Filed
2016

+
sNDA Filed
2016

73,000
Approved
2014

Approved
2012

Phase /
Estimated
Launch

mCRPC

M0 CRPC

M0 Hormone
Sensitive

Marketed

Ph 3 ongoing

Ph 3 ongoing

2012

2019

2020

M1 Hormone Additional Patient

Sensitive
Opportunity
=
Ph 3 ongoing
60,000
2021
Patients

Prostate Cancer
Opportunity

Addressable patient population defined as all patients who begin treatment in a new line of therapy in a given year
Source: Management estimate; Scher et al, Prevalence of Prostate Cancer Clinical States and Mortality in the United States:
Estimates Using a Dynamic Progression Model, 2015
Includes pre-chemo, post-chemo, and chemo treated patients
32

XTANDI Will Be Challenging to Displace in Prostate Cancer

Worldwide sales ($mm)
2015A

2020E

$2,089

$5,551

$2,231

$285

$356

$267

$246

201520E CAGR

$1,831

$1,031

$428

22%

(4%)

29%

4%

$206

(5%)

$177

(6%)

Source: EvaluatePharma, accessed May 2016

33

XTANDI in Breast Cancer Represents a Significant

Commercial Opportunity

Triple-Negative
(TNBC)
(15%)*

Phase 2 results demonstrated a 13.8 month overall

survival benefit in diagnostic+** patients
Phase 3 trial in TNBC is expected to initiate in 2H 2016

Current standard of care = chemotherapy

~50% of TNBC patients are diagnostic+**

ER/PgR+ and
HER2-normal
(50%)*
HER2+ and AR+

Ongoing Phase 2 trial in 247 patients with advanced

breast cancer
Phase 2 data expected in 2H 2016

Phase 2 trial currently enrolling

(15%)*
* Denotes the % this subtype represents of the total breast cancer population
** Patient tested positive for our novel diagnostic signature
San Antonio Breast Cancer Symposium Dec 8-12, 2015 Poster P3-07-25.
34

Additional Solid Tumor Indications Provide Significant

Upside
Addressable
U.S. Market

Potential addressable patient populations (U.S.)*

75,000
patients

90,000

>$3.5bn

Additional
Patient Opportunity

Additional
Solid Tumor
Opportunities

15,000
60,000

15,000
Breast

Phase
Potential
Launch

mHCC

mTNBC

mER/PgR+

Ph 3 initiating

Ph 2 ongoing

Ph 2 ongoing

2019

2020

2022

* Potential addressable patient population defined as all lines of treatable metastatic patients in 2016
Sources: MDVN internal analysis; 2016 DR/Decision Resources, LLC. All rights reserved. Reproduction, distribution, transmission or publication is
prohibited. Reprinted with permission. www.biopharma.decisionresourcesgroup.com. Last accessed: 05/03/2016.
35

XTANDI Has Multiple Near Term Value Creating Events

1H 2016

2H 2016

Expansion / bifurcation of sales force

TERRAIN and STRIVE publications
CHMP Positive Opinion

PDUFA for TERRAIN / STRIVE

Potential approval
+1,200 Patients
Enrolled

Phase 3 PROSPER trial (M0)

Phase 4 PLATO trial

Top-line data

ER/PgR+ breast cancer trial

Top-line data
Initiate

Phase 3 TNBC trial

Committee for Medicinal Products for Human Use of the European Medicines Agency (EMA)

Prostate cancer

Breast cancer
36

 And Significant Longer-Term Growth Potential

Potential FDA Approvals

2022
Hepatocellular Carcinoma

2021
ARCHES
Metastatic HSPC XTANDI plus ADT

2020
Non-metastatic HSPC XTANDI plus ADT

2019

ER/PgR+ Breast Cancer

Non-metastatic CRPC Progressed on ADT

mTNBC Dx+
Timeline based on current management estimates.
37

FINANCIAL PERFORMANCE

Innovative Late-Stage Pipeline:

Talazoparib and Pidilizumab

Talazoparib Potential Best-in-Class PARP Inhibitor

for Breast Cancer and Beyond
Differentiated
Mechanism of Action

Compelling Clinical
Data

Significantly greater potency in vitro relative to other PARPis

Unique PARP-trapping ability

High / differentiated response rate observed in ovarian and

breast
Combination data with low-dose chemotherapy demonstrates
potential beyond BRCA-mutated cancers

High Probability of
Success

Phase 3 Data in
1H 2017

Multi-Billion Dollar
Potential

PARPi class validated through FDA approval (despite historical

failure of another product incorrectly believed to be a PARPi)
Large body of data demonstrating that the PARP class is safe and
effective in BRCA-mutated cancers

Phase 3 EMBRACA trial in BRCA-mutated breast cancer expected

to complete enrollment in 2016, read out in 1H 2017

DNA repair / PARP trapping has potential in multiple tumor types

Recent FDA meeting to discuss / align on accelerated approval
pathway in prostate cancer

39

PARP Inhibitors Have Demonstrated Striking Effects in

Heavily Pre-treated, Advanced mCRPC
Data from Olaparib Study in Advanced Prostate Cancer

Patients dosed

50

Evaluable for response

49

Prior lines of treatment n (%)

Docetaxel

50 (100%)

Cabazitaxel

29 (58%)

Abiraterone

48 (96%)

Enzalutamide

14 (28%)

Response rate: 33%

(16/49 patients)
13/16 responders dropped
circulating tumor cells
(CTCs) to zero
Remarkable response in a
heavily pre-treated patient
population

Mateo et al. oral presentation AACR 2015. Final publication N Engl J Med. 2015 Oct 29;373(18):1697-708. (Investigator Sponsored Trial)
40

Talazoparibs PARP-trapping Potency Results in Unique

Ability to Enhance Chemotherapy Efficacy and Tumor Kill
Most Potent
PARP Inhibition
(~3x8x)

Most Potent
Antitumor Activity
(~50x2,000x+)

Relative Potency for

PARP Enzyme Inhibition

Relative Potency for

Cytotoxicity

All PARP inhibitors inhibit

PARP

but potency of PARP

inhibition does not correlate
with antitumor activity

Most Effective
PARP Trapping
(~50x2,000x)
Relative Potentiation of
Chemotherapy (Temozolomide)

while PARP-trapping ability

is better correlated to
antitumor activity

Source: Shen et al. Clin Cancer Res 2013; 19:500315.

Note: PARP inhibition represents relative concentration for 50% inhibition in PARP1 enzyme assay; antitumor activity represents relative concentration
for 50% Capan-1 cell survival reduction in single-agent cytotoxicity assay; and temozolomide potentiation represents the relative concentration that,
when combined with 200 mmol/L of temozolomide, resulted in 50% growth inhibition of LoVo cells in a temozolomide potentiation assay
41

Superior PARP Trapping May Lead to Improved Clinical

Outcomes in Broad Patient Populations
Phase 1 Response Data
(talazoparib with low-dose chemotherapy)

Phase 1 data from a 40 patient study of

talazoparib in combination with low-dose
chemotherapy in heavily pre-treated
advanced malignancies
4/7 objective responses in nonBRCA mutated ovarian cancer patients
1 responder did not even have HRD
suggesting possibilities of treating
patients without genetic selection
Additional responses in Ewings
sarcoma, cervical adenocarcinoma,
SCLC and TNBC

All
(CBR)

Ovarian Cancer, non-BRCA-mutated

(ORR)
(CBR)
(>50% CA-125)

Olaparib was approved based on 34%

objective response rate (ORR) in BRCAmutated ovarian cancer

Talazoparib is active in tumors with defects in DNA repair genes beyond BRCA
mutations (larger market than BRCA) and possibly even without HRD (largest market)
Source: Wainberg et.al. Oral presentation, AACR 2016. Abstract CT011. FDA product label for olaparib.
Note: Chemotherapy regimens included temozolomide and irinotecan. HRD = homologous recombination deficiency. CBR = clinical benefit rate
42

Third-Party Comparison of PARP Data Supports

Talazoparibs Best-In-Class Potential
Olaparib
Phase 2 Breast POC

Niraparib

Talazoparib

Phase 2

Phase 1/2

Phase 1

Dosing

100mg BID

400mg BID

400mg BID

Various

0.91.1mg QD

1mg QD

Size, n

27

27

62

18

14

Prior Regimens,
median

4.6

22%

30%

22%

41%

13%

CR

4%

PR

22%

37%

13%

67%

85%

44%

Platinum

ORR, %

CBR, %
SD

PFS (mos)

33%

50%

44%

50%

6%

7%

39%

43%

60%

72%

86%

44%

47%

28%

36%

(23w)

(23w)

(>8w)

(>24w)

(>24w)

3.8

5.7

50%

8.0

Source: Barclays Research, Kaye et al. J Clin Oncol. 2012 Feb 1; 30 (4) : 372, Company reports
43

Adverse Event Profile of Talazoparib vs. Other

PARP Inhibitors
Talazoparib: >10% pts
Talazoparib Gr 12
ALT/AST Increased
Alopecia
23%
Insomnia
Fatigue
30%
Dysgeusia
Dyspepsia
Diarrhea
Anorexia
Constipation
Vomiting
Nausea
33%
Lymphopenia
Neutropenia 5% 10%
Thrombocytopenia 4%
16%
Anemia
12%
25%
0%

Olaparib: >15% pts

Talazoparib Gr 34

2%

20%

Olaparib Gr 12
ALT/AST Increased
Alopecia
Insomnia
Fatigue
Dysgeusia
Dyspepsia
Diarrhea
Anorexia
Constipation
Vomiting
Nausea
Lymphopenia
Neutropenia
Thrombocytopenia
Anemia

40%

60%

Niraparib Gr 12
ALT/AST Increased
Alopecia
Insomnia
Fatigue
Dysgeusia
Dyspepsia
Diarrhea
Anorexia
Constipation
Vomiting
Nausea
Lymphopenia
Neutropenia
Thrombocytopenia
Anemia

27%
36%
25%

0%

10%

2%
56%
5%
15%

20%

11%

30%

40%

2%
59%

16%

17%

20%

40%

50%

Rucaparib Gr 12
ALT/AST Increased
Alopecia
Insomnia
Fatigue
Dysgeusia
Dyspepsia
Diarrhea
Anorexia
Constipation
Vomiting
Nausea
Lymphopenia
Neutropenia
Thrombocytopenia
Anemia

5%

47%

1%

35%

Niraparib Gr 34

2%

15%
2%
24%
25%

6%

60%

Rucaparib: >15% pts

13%
49%

53%
16%
17%
26%
21%

0%

Niraparib: >10% pts

Olaparib Gr 34

60%

70%

30%

Rucaparib Gr 34

7%

43%
36%

6%

16%
1%
26%
2%
28%
1%
20%
2%
59%

10%

0%

10%

4%

19%

20%

30%

40%

50%

60%

70%

Source: BioMarin. Wainburg et.al. ASCO 2014 (1mg patients). Kaufman et.al. ASCO 2013 (400mg patients). Sandu et.al. Lancet Oncology 2013
(290-300mg patients). Swisher et.al. SGO 2015 (600mg patients).
44

Phase 3 EMBRACA Is Similar to Competitor Trials, but

More Conservatively Designed

Indication

Target Enrollment

Dosing

Target Hazard Ratio

Accrual

Talazoparib

Olaparib

Niraparib

BRCA-mutated
Breast Cancer

BRCA-mutated
Breast Cancer

BRCA-mutated
Breast Cancer

429

310

306

1mg
Once Daily

300mg
Twice Daily

300mg
Once Daily

0.67

NA

0.50

Complete enrollment
in 2016

Completed
in 4Q15

Enrolling through
2016

Source: Management, company filings and ClinicalTrials.gov.

45

Our Strategic and Disciplined Development Approach to

Maximizing the Talazoparib Opportunity
Tumor Type

Development Plan

Opportunity for Talazoparib

Breast
Cancer

Complete EMBRACA enrollment by YE

Initiate Beyond BRCA registrational trial
in 2H 2016

No ongoing registrational trials for

other PARPis in the Beyond BRCA
population

Prostate
Cancer

Met with the FDA and aligned on design

of registrational trial to support
accelerated approval as monotherapy
Plan to initiate this study in genetically
defined population in 2H 2016
Plan to initiate Phase 2 trial in
combination with low dose chemo in all
comers 2H 2016 with data in 2017

No ongoing registrational trials for

other PARPis in prostate cancer
Offers a potential accelerated
approval pathway / rapid path to
market
Medivation has substantial experience
in this indication

SCLC

Upcoming FDA meeting to align on

registrational trial in combination with
temozolomide in all comers
Phase 3 trial to initiate in 2H 2016

Robust in vitro data demonstrating

synergy with temozolomide
No ongoing registrational trials for
other PARPis in SCLC

Initiate Phase 2 trial with low dose chemo

in 2H 2016

Potential to address a broader patient

population than olaparib

Ovarian
Cancer

46

SCLC Represents One of Our First Registrational Trial

Opportunities for Talazoparib
Talazoparib Potentiates Temozolomide Tumor Kill in Small Cell Lung Cancer
Xenografts at Submaximal Doses

Vehicle
Temozolomide 3mg/kg PO QD x 4
Talazoparib 0.25 mg/kg PO QD x 4
Talazoparib + Temozolomide

Medivation; data on file

47

Talazoparibs Mechanism of Action May Address Multiple

Tumor Types
Multiple Oncology Opportunities With Potential for Monotherapy or
Combination Therapy
Potential addressable patient populations (U.S. and Europe)*

Addressable U.S. and

Europe Market

~760k
patients

>$30bn

230k

60k
140k
100k
80k
140k
10k
EMBRACA
(gBRCA mBC)
Phase

Ph 3
ongoing

Potential 2018
Launch

mCRPC

mSCLC

Adv Ovarian

Ph 2
ready

Ph 3
ready

Ph 2
ready

mBC
(Beyond
BRCA)
Ph 2
ready

2019-22

2020-21

2022-23

2022-23

Glioblastoma

mNSCLC

Ph 2
ready

Ph 2
ready

2021-22

2022-23

Current Patient
Opportunity

Talazoparib
Addressable Market

* Potential addressable patient population defined as all lines of treatable metastatic patients in 2016. Dollar figures reflect current PARP inhibitor pricing
Sources: MDVN internal analysis; Peshkin et al, Breast Dis. 2010; TCGA, Nature. 2012; Mateo et al, NEJM. 2015; TCGA Nature. 2011; 2016
DR/Decision Resources, LLC. All rights reserved. Reproduction, distribution, transmission or publication is prohibited. Reprinted with permission.
48

Pidilizumab (MDV9300) Antibody With Immune-Mediated

Antitumor Effects
Potentially Novel
Mechanism of
Action

Progress has been made in elucidating pidilizumabs immuneactivating mechanism of action

Supported by Strong
Clinical Evidence
to Date

Administered to several hundred patients and activity demonstrated

in multiple Phase 2 trials (i.e. 52% complete response rate in
Follicular Lymphoma)
Pidilizumab effects on DLBCL published in Journal of Clinical
Oncology was one of the most frequently cited publications of
2013*

Registrational Study
Initiated in 4Q15

180 patient study involving two parallel cohorts in DLBCL post

autologous stem cell transplant and transplant-ineligible patients
Primary endpoint is best overall response rate

Multiple Liquid
Tumor Indications

Other hematological malignancies being considered, including

multiple myeloma

* (Vol. 31, 4199-4206, 2013)

49

KEY HIGHLIGHTS

Sanofis Substantially Inadequate and

Opportunistically-Timed Proposal

Sanofis Opportunistic Proposal Substantially Undervalues

Medivation
Sanofis proposed price of $52.50 per share substantially undervalues Medivation:

Medivation is a unique opportunity as one of the few profitable and sizeable oncology
companies

Medivation has built XTANDI into a rapidly-growing, multi-billion dollar oncology product

Medivation is leveraging its expertise to develop and bring to market additional products
from its wholly-owned, differentiated late-stage pipeline

Talazoparib represents another blockbuster opportunity as a potentially best-in-class

PARP inhibitor targeting a wide range of oncology indications

Sanofi's timing is designed to benefit Sanofi not Medivations shareholders:

Sanofi approached Medivation following a period of significant market dislocation,

particularly in biotech

The proposed price is 21% below Medivation's 52-week trading high

Sanofi did not wait for a response from Medivations Board with respect to its nonbinding proposal before rushing to make the same substantially inadequate proposal public

The Board believes that the continued successful execution of our well-defined
strategic plan will deliver greater value to Medivation's shareholders than Sanofi's
substantially inadequate proposal

51

Sanofis Unaffected Price Coincided with NASDAQ

Biotechnology Index Bottom
Medivation
Share Price

NBI Indexed
Price (as of 01/01/15)

Sanofis 2-month VWAP

140

Unaffected price coincides with

NBI trough (i.e., down ~20%)
130

120

+18.6%

110

100

NASDAQ
Biotech
Index
(15.0%)

90

80

NASDAQ Biotech Index Bottom: February 11, 2016

70

Sanofis implied unaffected price of $35.00

60

Source: FactSet, Company filings

52

Few Companies Have What Medivation Has:

Blockbuster Product plus Late-Stage Pipeline
Overview of Precedent Transactions

Annc. Date

Target

Transaction Value

3/4/15

$21.0bn

5/6/15

$8.4bn

8/24/14

$8.3bn

7/14/15

$7.2bn

4/28/16

$5.8bn + $4bn

12/17/15

$4.0bn + ~$3bn

Blockbuster
Product

Commercial
Product

Late-Stage
Pipeline

Source: Company press releases and Company filings

Transaction values as quoted by the acquirors press release on date of transaction announcement
Includes upfront payment of $5.8bn in cash and stock and $4bn in cash for additional, success-based milestone payments for the achievement of
certain regulatory and clinical developments
AstraZeneca acquired 55% of Acerta for an upfront payment of $2.5bn and unconditional payment of $1.5bn; AstraZeneca retains an option to
purchase the remaining 45% of Acerta for ~$3bn, net of certain costs and adjusting items
53

Recent Third-Party Transactions Validate the Value

of Medivations Key Assets

Royalty Pharma recently announced a

$1.14bn+(1) acquisition of a portion of
UCLAs right to the 4% royalty on sales of
XTANDI payable to the University

The deal represents strong third-party

validation of the long-term growth prospects
ahead of XTANDI
We believe that the $1.14B price tag implies
at least somewhere in the $5-$7B range in peak
WW sales, depending on ramp, etc.
RBC 03/04/16

We think the purchase price paid validates the

more bullish commercial scenarios [and
implies] global peak XTANDI sales of no less
than $6bn (using low discount rates) and as
high as $8bn. Keep in mind that in order to
make money on the stream, actual sales would
need to be above these numbers.
UBS 03/04/16

Johnson & Johnson (JNJ) recently

announced a prostate cancer collaboration
with Tesaro for its PARP inhibitor, niraparib

For only a single indication, in ex-Japan

territories, Tesaro may receive up to $500
million and double-digit royalties

This transaction demonstrates the clear

potential value that PARP inhibitors may
have in prostate cancer

There are several lines of evidence that PARP

inhibition may be effective in prostate cancer
and up to 50% of men with prostate cancer
may be eligible for niraparib We view the
Janssen deal as highly validating of niraparib
and providing a pathway to a substantial
commercial opportunity
Wells Fargo 04/06/16

Source: Company filings, company websites, press releases, Wall Street research
(1) The transaction includes a cash payment of $1.14 billion and potential additional payments based on future XTANDI sales
54

Medivation Has Full Confidence in Achieving its Goals

Key Variables Creating Gap Between Our
2020 Revenue Targets and Consensus

Management Revenue Targets

vs. Consensus Estimates (1)

Capitalizing on a substantial, near-term

commercial opportunity in urology
$2,500+

Successfully moving even earlier in the

prostate cancer treatment paradigm

~28%
CAGR

$1,821

Extending treatment duration for prostate

cancer patients
Bringing XTANDI to market in
large breast cancer settings

$936

$935

Capturing the growing ex-U.S. market

opportunity for XTANDI
Prosecuting talazoparibs broad potential
to become a blockbuster product

Management

(2)

Consensus

2016E

Management

Consensus

2020E

Source: Company filings and Wall Street research derived from FactSet consensus
(1) Figure represents Medivation Non-GAAP net revenue
(2) Represents midpoint of 2016 Non-GAAP net revenue guidance
55

Conclusion

We are Executing on Our Strategic Plan and Delivering

Meaningful Value to Patients and Shareholders
Developed the Worlds Leading
Prostate Cancer Therapy

Total Shareholder Returns

15,141%

MDVN

$2.2 Billion Annualized Run Rate in

Worldwide XTANDI Net Sales

Nasdaq Biotechnology
Index

4,487%

XTANDI Development: One of the

Fastest in Biopharma History
957%

Wholly-Owned, Late-Stage Assets

with Blockbuster Potential
46%

Robust Future Growth Ahead

Track Record of Generating

Significant Shareholder Returns

124%

144%

3-Year

5-Year

245%

255%

10-Year

Since First
Public
Financing

Source: FactSet and Company filings as of 05/04/16

57