Medivation DFAN14A Additional proxy materials by non-management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant  ¨                            Filed by a Party other than the Registrant  þ

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Joint Proxy Statement

¨ Definitive Additional Materials

þ Soliciting Material Under Rule 14a-12

Medivation, Inc.

(Name of Registrant as Specified in its Charter)

Sanofi

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

2

On June 8, 2016, Sanofi made available the following investor presentation regarding Sanofi’s proposed acquisition of Medivation, Inc.:

Investor Presentation

June 8, 2016

Sanofi’s Proposed Acquisition of Medivation

2

This

presentation

contains

forward-looking

statements

as

defined

in

the

Private

Securities

Litigation

Reform

Act

of

1995,

as

amended.

Forward-looking

statements

are

statements

that

are

not

historical

facts.

These

statements

include

projections

and

estimates

and

their

underlying

assumptions,

statements

regarding

plans,

objectives,

intentions

and

expectations

with

respect

to

future

financial

results,

events,

operations,

services,

product

development

and

potential,

and

statements

regarding

future

performance.

Forward-looking

statements

are

generally

identified

by

the

words

"expects",

"anticipates",

"believes",

"intends",

"estimates",

"plans"

and

variations

of

these

words

or

comparable

words.

Although

Sanofi's

management

believes

that

the

expectations

reflected

in

such

forward-looking

statements

are

reasonable,

investors

are

cautioned

that

forward-looking

information

and

statements

are

subject

to

various

risks

and

uncertainties,

many

of

which

are

difficult

to

predict

and

generally

beyond

the

control

of

Sanofi,

that

could

cause

actual

results

and

developments

to

differ

materially

from

those

expressed

in,

or

implied

or

projected

by,

the

forward-looking

information

and

statements.

These

risks

and

uncertainties

include

among

other

things,

risks

that

Sanofi

will

ultimately

not

pursue

a

transaction

with

Medivation

or

Medivation

will

reject

engaging

in

any

transaction

with

Sanofi,

if

a

transaction

is

negotiated

between

Sanofi

and

Medivation,

risks

related

to

Sanofi's

ability

to

complete

the

acquisition

on

the

proposed

terms,

the

possibility

that

competing

offers

will

be

made,

other

risks

associated

with

executing

business

combination

transactions,

such

as

the

risk

that

the

businesses

will

not

be

integrated

successfully,

that

such

integration

may

be

more

difficult,

time-

consuming

or

costly

than

expected

or

that

the

expected

benefits

of

the

acquisition

will

not

be

realized,

risks

related

to

future

opportunities

and

plans

for

the

combined

company,

including

uncertainty

of

the

expected

financial

performance

and

results

of

the

combined

company

following

completion

of

the

proposed

acquisition,

disruption

from

the

proposed

acquisition,

making

it

more

difficult

to

conduct

business

as

usual

or

maintain

relationships

with

customers,

employees

or

suppliers,

and

the

possibility

that

if

the

combined

company

does

not

achieve

the

perceived

benefits

of

the

proposed

acquisition

as

rapidly

or

to

the

extent

anticipated

by

financial

analysts

or

investors,

the

market

price

of

Sanofi's

shares

could

decline,

as

well

as

other

risks

related

Sanofi's

and

Medivation's

respective

businesses,

including

the

ability

to

grow

sales

and

revenues

from

existing

products,

competition,

including

potential

generic

competition,

the

ability

to

protect

intellectual

property

and

defend

patents,

regulatory

obligations

and

oversight,

the

uncertainties

inherent

in

research

and

development,

future

clinical

data

and

analysis,

including

post

marketing,

decisions

by

regulatory

authorities,

such

as

the

FDA

or

the

EMA,

regarding

whether

and

when

to

approve

any

drug,

device

or

biological

application

that

may

be

filed

for

any

such

product

candidates

as

well

as

their

decisions

regarding

labelling

and

other

matters

that

could

affect

the

availability

or

commercial

potential

of

such

product

candidates,

the

absence

of

guarantee

that

the

product

candidates

if

approved

will

be

commercially

successful,

the

future

approval

and

commercial

success

of

therapeutic

alternatives,

the

Group's

ability

to

benefit

from

external

growth

opportunities,

trends

in

exchange

rates

and

prevailing

interest

rates,

the

impact

of

cost

containment

initiatives

and

subsequent

changes

thereto,

the

average

number

of

shares

outstanding

as

well

as

those

discussed

or

identified

in

the

public

filings

with

the

SEC

and

the

AMF

made

by

Sanofi,

including

those

listed

under

"Risk

Factors"

and

"Cautionary

Statement

Regarding

Forward-Looking

Statements"

in

Sanofi's

annual

report

on

Form

20-F

for

the

year

ended

December

31,

2015.

Other

than

as

required

by

applicable

law,

Sanofi

does

not

undertake

any

obligation

to

update

or

revise

any

forward-looking

information

or

statements.

Forward-looking Statement

3

Additional Information and Certain Information

Regarding Participants

Additional

Information

This

presentation

does

not

constitute

an

offer

to

buy

or

solicitation

of

an

offer

to

sell

any

securities.

No

tender

offer

for

the

shares

of

Medivation

("Medivation")

has

commenced

at

this

time.

In

connection

with

the

proposed

transaction

Sanofi

("Sanofi")

may

file

tender

offer

documents

or

other

documents

with

the

U.S.

Securities

and

Exchange

Commission

("SEC").

This

communication

is

not

a

substitute

for

any

tender

offer

document

or

other

document

Sanofi

may

file

with

the

SEC

in

connection

with

the

proposed

transaction.

On

June

7,

2016,

Sanofi

filed

an

amended

preliminary

consent

solicitation

statement

and

accompanying

WHITE

consent

card

with

the

SEC

with

respect

to

the

solicitation

of

written

consents

of

Medivation

stockholders

(including

any

amendments

and

supplements,

the

“Consent

Solicitation

Statement”).

This

presentation

is

not

a

substitute

for

the

definitive

consent

solicitation

statement

that

Sanofi

intends

to

file

with

the

SEC

or

any

other

documents

which

Sanofi

may

file

with

the

SEC

in

connection

with

the

consent

solicitation.

INVESTORS

AND

SECURITY

HOLDERS

OF

MEDIVATION

ARE

URGED

TO

READ

THESE

AND

OTHER

DOCUMENTS

FILED

WITH

THE

SEC

CAREFULLY

IN

THEIR

ENTIRETY

WHEN

THEY

BECOME

AVAILABLE

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

THE

CONSENT

SOLICITATION

AND

THE

PROPOSED

TRANSACTION,

AS

APPLICABLE.

Investors

and

security

holders

will

be

able

to

obtain

free

copies

of

these

documents

(if

and

when

available)

and

other

documents

filed

with

the

SEC

by

Sanofi

through

the

web

site

maintained

by

the

SEC

at

http://www.sec.gov.

Certain

Information

Regarding

Participants

Sanofi

and

certain

of

its

directors

and

senior

management

may

be

deemed

participants

in

the

solicitation

of

consents.

You

can

find

information

about

Sanofi’s

directors

and

senior

management

in

its

annual

report

on

Form

20-F

for

the

year

ended

December

31,

2015,

which

was

filed

with

the

SEC

on

March

4,

2016.

In

addition,

you

can

find

additional

information

regarding

the

potential

participants

in

the

solicitation

of

consents

in

the

Consent

Solicitation

Statement.

These

documents

are

available

free

of

charge

at

the

SEC’s

web

site

at

www.sec.gov.

Medivation Shareholders Deserve to be Heard

4

Sanofi’s

all-cash offer provides Medivation shareholders with opportunity to realize substantial and

certain value

$52.50 offer represents a premium of over 50% to Medivation’s unaffected average trading price

(1)

Compares very favorably

to precedent public oncology transactions as well as to the only other public

Biotech transaction of size in 2016

(2)

Sanofi

is willing to enter into a customary confidentiality agreement with Medivation, which would

include

a

reasonable

standstill

for

Medivation

to

conduct

a

sale

process

Sanofi

has advised Medivation

of this on several occasions (and disclosed it publicly)

If Medivation were to engage and provide information, Sanofi would be in a position to increase

its offer and is confident that it would be able to offer significant additional value

Despite

numerous

requests

by

Sanofi,

Medivation

has

refused

to

engage

Medivation

has not announced a process to sell the company and has not engaged with Sanofi

Medivation

has left Sanofi with no choice but to commence a consent solicitation process to

remove and replace Medivation’s Directors

Sanofi’s

proposal includes eight independent and highly qualified nominees who it believes are

willing to fully and fairly evaluate all of Medivation’s strategic options, including Sanofi’s acquisition

offer, in accordance with their fiduciary duties to Medivation and its shareholders

(1)

60 calendar day VWAP: January 22 to March 21, 2016, last day prior to initial takeover speculations

(2)

Pfizer acquisition of Anacor announced on May 16, 2016

May 25 Letter to the Medivation Board of Directors

5

Paris, May 25, 2016

Dear Members of the Board of Directors,

We have filed consent solicitation materials in which we have named 8 independent and highly qualified nominees who have agreed to

become directors upon removal of the Medivation directors. We are taking this step because we believe your shareholders overwhelmingly

support

the

sale

of

Medivation,

and

they

want

Medivation

to

undertake

a

sale

process

and

engage

with

Sanofi.

To

date

Medivation

has

not

announced a sale process and has not engaged with us.

During the past weeks we reached out directly and through advisors to request that Medivation engage with Sanofi. We have relayed our

willingness to enter into a confidentiality agreement in order to receive information that is typically provided in a sale process. That agreement

could

include

a

reasonable

standstill

to

give

time

for

such

a

process.

We

have

been

very

clear

that

if

you

engage

and

provide

information,

we

would

be

in

a

position

to

increase

our

offer

and

I

am

confident

that

we

will

be

able

to

offer

significant

additional

value.

We

believe

that

we

are

in a position to provide more value than any other party given the strategic importance of the transaction to us.

It

has

been

two

months

since

we

first

approached

Medivation

about

a

transaction.

The

Medivation

Board

has

had

considerable

time

to

review

alternatives and to prepare for a sale process. Given this, we believe that such a process could be completed in a matter of weeks.

There

have

been

published

reports

that

you

have

signed

confidentiality

agreements

with

other

parties.

If

that

is

accurate,

we

cannot

see

how

you have not done so with us. If you have not signed confidentially agreements with others as part of a sale process, then you are not doing

what we are confident your shareholders want, which is for Medivation to undertake a sale of Medivation and to engage with Sanofi.

We again request that you engage in good faith with Sanofi as part of a sale process. If you do that, we would not need to proceed with a

consent solicitation to remove and replace the Medivation directors.

Sincerely,

Olivier Brandicourt

Chief Executive Officer

Agenda

Delivering on our Strategic Priorities

A Compelling Proposal to Medivation’s Shareholders

Situation Overview

Why Consent Solicitation is Needed?

6

Sanofi’s Compelling Offer Deserves Engagement from

Medivation’s Directors

7

(1)

60 calendar day VWAP: January 22 to March 21, 2016, last day prior to initial takeover speculations

Sanofi’s offer

is compelling

Medivation has

refused even to

engage with

Sanofi

Sanofi’s

preference is to

work with

Medivation on a

value creating

transaction

On April 28, 2016, Sanofi proposed to acquire Medivation for $52.50 per share in cash

Proposed purchase price is a premium of >50% to Medivation’s unaffected average trading price

(1)

No financing condition

In the absence of this proposal, we believe Medivation’s stock price would trade dramatically below

our current proposal

Refusal to announce a sale process or even engage with Sanofi underscores that the current

Medivation Board is not listening to shareholders

Sanofi

is willing to enter into a customary confidentiality agreement

Agreement would include a reasonable standstill to give time for Medivation to run a process

Sanofi’s

objective is to negotiate a mutually beneficial transaction in a productive and friendly manner

Sanofi

has had extensive conversations with Medivation’s top shareholders

Sanofi

believes that there is overwhelming support for the sale of Medivation by its shareholders and

for Medivation to engage with Sanofi

If Medivation were to engage and provide information, Sanofi would be in a position to increase

its offer and is confident that it would be able to offer significant additional value

Refusal to engage

left Sanofi with no

choice but to go

directly to

Medivation

shareholders

Sanofi intends to

solicit written

consents from

Medivation

shareholders for

the following

actions

The path to a

successful

outcome is clear

Sanofi

commenced a consent solicitation process to remove and replace Medivation’s Board

Medivation’s

Board would be replaced by eight independent and highly qualified individuals

We believe that the proposed directors are committed to acting in best interest of Medivation

shareholders

Repeal any changes to amended and restated bylaws of Medivation occurring after February 13,

2015 (to restore the bylaws to their form prior to Sanofi making its offer public)

Amend bylaws to provide that any vacancies on the Board may be filled by Medivation shareholders

Remove and replace all existing Directors on the Board

Preliminary consent materials already filed with SEC (on May 25, 2016 and June 7, 2016)

Expect to be in a position to formally commence solicitation by mid-June

Written consents from holders of a majority of the shares outstanding required to implement actions

As soon as properly completed consents from holders of a majority of the shares outstanding are

obtained and delivered to Medivation, the actions are effective

Sanofi has Filed Consent Solicitation Materials to

Remove and Replace Medivation’s Board

8

Agenda

Delivering on our Strategic Priorities

Situation Overview

Why Consent Solicitation is Needed?

9

A Compelling Proposal to Medivation’s Shareholders

Delivering on our Strategic Priorities

Solid financial results in Q1 2016

Reshaping the portfolio

CHC/Animal Health

(1)

asset swap

End joint Vaccines

(2)

operations in Europe

Rebuild

competitive position in Oncology

Focus on execution of launches

New wave of innovation with seven

pivotal trials expected to start in 2016

10

Source: Capital IQ

(1)

As

per

December

15,

2015

announcement:

Sanofi

and

Boehringer

Ingelheim

entered

exclusive

negotiations

on

business

swap

(2)

Announced transaction; expected to close by end 2016

Rebuilding a Competitive Position in Oncology

Recent collaborations to build a transformative

pipeline

Regeneron

–

Immuno-Oncology

strategic

alliance

BioNTech

–

mRNA

therapeutics

Innate

Pharma

–

bispecific

mAb

NK

cell

engagers

Warp

Drive

Bio

–

novel

oncology

therapies

and

antibiotics

Evotec

and

Apeiron

Biologics

–

novel

immuno-oncology

small molecules

Rebuild critical mass

Maximize clinical assets

(anti-CD38

mAb

and

ADCs)

Oncology Opportunity

Largest therapeutic area

for pharmaceuticals

Strong growth driven

by unmet need and

groundbreaking science

A market expected to

grow ~40% by 2020 to

$150bn

(1)

11

A compelling strategic rationale

(1)

IMS Health, Midas ; Q4 2015 –

Market defined as global oncology and supportive care costs. 2015 market estimate is $107bn

ADCs: Antibody-drug conjugates

NK

cell engagers: Natural Killer cell engagers

mRNA: messenger Ribonucleic acid

Sanofi offers prostate cancer

chemotherapies

with

Taxotere

®

and Jevtana

®

Our Oncology franchise has strong

capabilities in Prostate Cancer, and

regular interactions with prostate cancer

Key Opinion Leaders (KOLs)

A transaction would create a stronger

company with a complementary range

of offerings to treat prostate cancer from

urologists to oncologists

Second

most

common

cancer

in

men

(1)

About 1 in 7 men will be diagnosed with

prostate

cancer

during

his

lifetime

(2)

~1.1 million men worldwide are diagnosed

with prostate cancer, of which ~230K in

U.S.

each

year

(1)

~300K patients worldwide die from prostate

cancer

each

year

(1)

(1)

Source: globocan.iarc.fr (2012 data / FactSheets)

(2)

Source: cancer.org

Prostate Cancer –

A Significant Growth Opportunity;

Transaction has Compelling Strategic Merit

12

Prostate

cancer

Sanofi-Genzyme: a Blueprint for Mutually Beneficial M&A

13

Rapid integration

Focus on Specialty Care

Leadership in Rare Diseases and fast growing Multiple Sclerosis franchise

Genzyme has benefitted from the reach and resources of Sanofi, with a

shared commitment to improving the lives of patients

Strong execution

Growth of >25% per year over 2012-2015

11%

of

Sanofi

Group

sales

(1)

Advancing a pipeline of innovative treatments

Immunology set to become a new growth engine for Sanofi

Key

late-stage

assets

with

dupilumab

and

sarilumab

Preferred partner for productive R&D collaborations

Alnylam

collaboration provides access to rare genetic disease therapies

Voyager collaboration for novel adeno-associated virus gene therapies

(1)

Calculated

using

FY

2015

Aggregate

Sanofi

Genzyme

GBU

sales

that

does

not

include

Emerging

Markets

Agenda

Delivering on our Strategic Priorities

Situation Overview

Why Consent Solicitation is Needed?

14

A Compelling Proposal to Medivation’s

Shareholders

A

Compelling

Proposal

to

Medivation’s

Shareholders

?

Significant,

immediate

and

certain

value

to

Medivation

shareholders

All-cash proposal to acquire Medivation

for $52.50 per share

Values Medivation at approximately

$9.4

billion

(1)

Proposed

purchase

price

represents

a

premium

of

over

50%

to Medivation’s

unaffected two-month

volume

weighted

average

price

(VWAP)

(2)

No financing condition

Sanofi has filed Hart-Scott-Rodino

notification and is confident of regulatory clearance

?

Combining

Sanofi

and

Medivation

represents

a

compelling

strategic

and

financial

opportunity

Builds on a complementary range of offerings to treat prostate cancer

Benefits patients, physicians and caregivers

Advances Xtandi

and Medivation’s

pipeline through Sanofi’s resources, scale and expertise

Drives value for shareholders of Medivation

and Sanofi

?

Sanofi has a strong track-record of successfully integrating acquired companies

Genzyme is Sanofi’s blueprint for mutually beneficial M&A

Preserved Genzyme’s entrepreneurial spirit within organization

Resulted in significant value for investors, patients and employees

(1)

Based on 179.2 million fully diluted shares, as of Q1 2016 (164.6 million shares outstanding and 14.6 million shares from option dilution). Different

from $9.3bn disclosed in press release of April 28, 2016 due to higher share count post Q1 2016

(2)

60 calendar day VWAP: January 22 to March 21, 2016, last day prior to initial takeover rumors

15

1

2

3

Source: Capital IQ

(1)

From March 20, 2015 until March 21, 2016

(2)

60 calendar day VWAP: January 22 to March 21, 2016, last day prior to initial takeover speculations

(3)

As

per

brokers

comments

including

JMP

Securities

(July

13,

2015),

William

Blair

(July

14,

2015),

Cowen

(July

29,

2015)

16

20.0

30.0

40.0

50.0

60.0

70.0

80.0

20-Mar

21-Apr

23-May

24-Jun

26-Jul

27-Aug

28-Sep

30-Oct

01-Dec

02-Jan

03-Feb

06-Mar

Medivation share price

Medivation median target price

Medivation 2-month VWAP

NBI

Sanofi offer

$36.95

$34.20

$47.00

$52.50

Medivation Share Price Before Takeover Rumors Reflected

Sector Reset and Company-Specific Newsflow

$

12-Month Share Price Performance Prior to Takeover Speculation

(1)

(3)

November 5, 2015:

Medivation

announces increase in US

Xtandi salesforce given slower growth in

penetration at the urologist level (Q3

2015 results)

(2)

(1)

2 month VWAP

(2)

:

Median consensus

target price:

Nasdaq

Biotechnology Index

June-July 2015:

Analysts comment on

disappointing Phase II Xtandi

TNBC

data (ASCO), lower than

expected IMS scripts for Q2 2015

and Xtandi slowdown

(3)

Medivation

March 21, 2016:

Last closing price prior to

takeover speculations on

the 22

March

(45)%

(1)

(30%)

nd

In Absence of a Transaction, We Believe Medivation’s

Share Price Would be Trading Dramatically Below our Offer

Source: Capital IQ, as of June 7, 2016

(1)

Last day prior to takeover speculations (March 21)

(2)

Adjusted

for

NBI

performance

and

Medivation

share

price

reaction

to

company-specific

events,

including

the

‘March-in

letter’,

Q1

results,

and

clinical developments not concomitant with takeover speculations in the news

17

$

Medivation affected share price

March 28, 2016:

Congressional letter supporting

"march-in" authority to allow lower

cost generic versions of XTANDI on

the market

Stock down as far as -14% on March

29 before closing down -6% at $38.75

NBI was up +2% on the same day

Last day prior to takeover

rumours (March 21)

Share Price Performance since March 21, 2016

(1)

May 5, 2016:

Medivation reported Q1 2016

results below expectations,

missing consensus on both

revenue and earnings

When adjusting for the NBI performance and taking

into account the negative share price reaction to ‘the

March-in letter’ and company-specific newsflow, we

believe that Medivation would be trading dramatically

below our current proposal

Market and event-adjusted share price

(2)

30.0

35.0

40.0

45.0

50.0

55.0

60.0

65.0

21-Mar

28-Mar

4-Apr

11-Apr

18-Apr

25-Apr

2-May

9-May

16-May

23-May

30-May

6-Jun

Medivation share price

Market and event-adjusted share price

Sanofi offer

$52.50

$59.68

~ $36

Source: SEC filings, transaction press releases

(1)

60 calendar day VWAP

(2)

Deals include OSI/Astellas; Abraxis/Celgene; Onyx/Amgen; Algeta/Bayer; Pharmacyclics/AbbVie

18

42%

39%

Sanofi current offer ($52.50)

Median premium on precedent

oncology transactions since 2010

1-Day Premium to Unaffected

Premium to 2-Month Unaffected VWAP

(1)

54%

49%

Sanofi current offer ($52.50)

Median premium on precedent

oncology transactions since 2010

(2)

(2)

Sanofi Proposal is Compelling when Measured Against

Public Oncology Transactions >$1bn and <$25bn since 2010

Sanofi’s

Offer

Compares

Very

Favorably

to

the

Only

Other

Public Biotech Transaction of Size in 2016: Anacor

Source:

Pfizer

press

release

“Pfizer

To

Acquire

Anacor”

(May

16,

2016)

–

Announced

transaction

but

not

completed

at

the

date

of

this

presentation

(1)

To unaffected date of March 21 for Medivation. To May 15 for Anacor (announcement May 16 pre-market opening)

(2)

Medivation

unaffected 52-week high/low (closing prices): high $59.16 (June 22, 2015) / low $27.32 (February 8, 2016)

(3)

Anacor 52-week high to announcement on May 16 (closing prices): high $152.25 (August 4, 2015) / low $53.45 (March 31, 2016)

19

Medivation

Assertions

Sanofi

Offer for Medivation

Pfizer Offer for Anacor

“undervalues long-term

potential of the Company”

“opportunistic proposal and

below Medivation’s 52-week

trading high”

92%

above

52-week

low

(1)(2)

(11)%

below

52-week

high

(1)(2)

12% premium

to median

target price prior to

unaffected

(1)

86%

above

52-week

low

(1)(3)

(35)%

below

52-week

high

(1)(3)

19% discount

to median target

price prior to unaffected

(1)

“a low-ball proposal”

54% premium to 2-month

VWAP

(1)

58% premium to 2-month

VWAP

(1)

Medivation

Characterizing Sanofi’s Offer as Opportunistic

is Not Accurate

“Sanofi approached Medivation

following a period of significant

market dislocation, particularly in

biotech, just as the market was

beginning to recover”

“The proposed price is 21% below

Medivation's 52-week trading

high”

The NBI

continues to be range-bound

NBI

currently at 2,916, in-line with its levels at the time

of the public approach, over five weeks ago

(1)

2-month NBI average prior to public approach at

2,798

(2)

,

in-line

with

average

of

2,803

(3)

since

then

52-week high is irrelevant

Medivation’s share price has been driven by operational

set-backs and market expectation in addition to broader

rerating of biotech sector

Reference

to

52-week

high

above

$60

(4)

is

stale

Unaffected

52-week

high

has

fallen

below

$60

(5)

“Sanofi did not wait for a response

from Medivation’s Board with respect

to its nonbinding proposal before

rushing to make the same substantially

inadequate proposal public”

Sanofi

made

multiple

approaches

prior

to

the

public

disclosure

of

the

proposal

without

any

responses

other than an acknowledgment of receipt of our letter

(1)

NBI

currently at 2,916 (June 7) vs. 2,880 at time of public approach (April 28) with a price of $52.50

(2)

From February 26 to April 27

(3)

From April 28 to June 7

(4)

Medivation

reference to 52-week high of $66.40 (Intraday value as of June 1, 2015)

(5)

Unaffected

52-week

high

as

of

June

7

,

2016

is

$59.16,

based

on

closing

prices

20

Medivation Assertions

Facts

Medivation

Management has been Over Optimistic in the

Past

21

The Dimebon

Precedent

Set-back

regarding

pidilizumab

Pidilizumab

initially believed to be a PD-1…

“In December, we licensed the anti-PD-1 monoclonal antibody pidilizumab…As a first step in

our program, we currently anticipate that we may initiate a Phase 3 clinical trial into one or

more hematologic malignancies as early as in 2015..” -

David Hung February 25, 2015

…was then put on hold by the FDA until further clarity on its mechanism of action

“The FDA

has placed the IND

on partial clinical hold and requested Medivation

to revise

relevant statements in the related investigator brochure, protocols and informed consent

documents”  -

SEC Filing January 25, 2016

Repeated

Earnings

Misses

Over

the

past

five

quarters,

Medivation

has

missed

consensus

earnings

per-share

three times and revenue twice

Sep 2008

Mar 2010

Sept 2008: Collaboration

agreement on Dimebon

Market Cap: ~$1bn

Mar 2010: Dimebon

does

not meet primary and

secondary end points

Market Cap: $0.4bn

Loss in

Market Cap:

60%

“We believe that Dimebon

has a novel mitochondrial mechanism of action that makes it a

promising potential treatment for diseases such as Alzheimer's and Huntington's and

potentially other neurodegenerative diseases as well.” -

David Hung Q2 2008

Medivation

Exaggerates the Potential of talazoparib…

22

1

~85%

of

the

addressable

patient

population

referenced

by

Medivation

corresponds

to

indications not recognized by the street and with potential launch dates beyond 2020

(1)

Based on Medivation Q1 2016 investor presentation p.48

(2)

Includes all brokers post Q1 2016 result that forecast sales for talazoparib: Leerink, William Blair, Wedbush, Credit Suisse, Jefferies,

Stifel

and Canaccord

(3)

Only one broker (Canaccord) forecasts uses of talazoparib

in Ovarian cancer 

(4)

Biomarin

is entitled to contingent payments totalling up to $160mm upon achievement of defined regulatory and sales-based milestones and

mid-single digit royalties for talazoparib

2

Medivation

has

acquired

talazoparib

for

only

$410mm

upfront

(4)

less

than

a

year

ago

Indication

Adressable

patient

population

(1)

according to Medivation

Medivation

Street

view

(2)

Potential

launch date

gBRCA

mBC

10k

2018

mCRPC

140k

2019-2022

mSCLC

80k

2020-2021

Adv. Ovarian

100k

2022-2023

mBC

(beyond BRCA)

140k

2022-2023

Glioblastoma

60k

2021-2022

mNSCLC

230k

2022-2023

(3)

4

23

… and the potential clinical risks

… and Ignores Competitive and Clinical Risks

We look forward to engaging constructively with Medivation

and revisiting our assumptions

Expected to reach the market late by 2018 (4

th

or 5

th

to market)

Only one Phase 3 ongoing when competitors have multiple more advanced Phase 3 trials

Had the lowest visibility at ASCO 2016 among Phase 3 PARP inhibitors

The mechanism of action of the PARP exposes to myeloid toxicities

PARP

trapping

not

exclusive

to

talazoparib

and

raises

safety

questions

Development

risk

around

PARPs

remains

a

focus,

as

recently

experienced

by

AstraZeneca

with

its own PARP inhibitor, Lynparza

3

Medivation seems to disregard competitive dynamics around talazoparib…

Agenda

Delivering on our Strategic Priorities

Situation Overview

Why Consent Solicitation is Needed?

24

A Compelling Proposal to Medivation’s Shareholders

Sanofi has Made a Compelling Offer …

25

Following

multiple

attempts

to

engage

with

Medivation

on

the

merits

of

a

value-creating

transaction,

Sanofi

disclosed

its

proposal

to

acquire

Medivation

for

$52.50

per

share

in

an

all-

cash transaction

Sanofi

has held extensive conversations with Medivation’s shareholders since publicly disclosing

its

proposal

and

believes

there

is

overwhelming

support

for

the

sale

of

Medivation

and

engagement with Sanofi

Sanofi

is willing to enter into a customary confidentiality agreement with Medivation, which would

include a reasonable standstill to give time for Medivation to conduct a sale process

Sanofi

has

informed

Medivation

that

it

would

be

in

a

position

to

increase

its

offer

and

is

confident

that

it

will

be

able

to

offer

significant

additional

value

if

Medivation

were

to

engage

and

provide

information

Sanofi has made a compelling proposal and would be in a position

to increase its offer and provide significant additional value if the

Medivation

Board were to engage and provide information

… but Medivation has Consistently Refused to Engage

Medivation

has only offered information already known to the market to justify its refusal to engage

Media

sources

speculated

that

Medivation

has

entered

into

NDAs

with

other

parties

to

explore

a

sale of the company

Medivation

remains unwilling even to engage with Sanofi with no good reason

Sanofi

has

initiated

a

consent

solicitation

process

to

remove

and

replace

Medivation’s

Board

Sanofi’s

proposal includes eight independent and highly qualified individuals, who it believes will

fully and fairly evaluate all of Medivation’s strategic options, including Sanofi’s proposal, in

accordance with their fiduciary duties to Medivation and its shareholders

26

Medivation’s

refusal to engage has denied shareholders the opportunity to

realize immediate and certain value

As a result, Sanofi has no choice but to go directly to Medivation

shareholders

June 3

June 1

May 30

First reports of potential interest from Sanofi

O. Brandicourt calls D. Hung to discuss potential transaction

D. Hung informs O. Brandicourt that Board not interested in a combination with Sanofi

Sanofi

sends private letter; $52.50 offer in cash

Sanofi

sends public letter to D. Hung reiterating its private offer

Medivation

publicly rebuffs offer

Medivation

amends and restates its bylaws to impose more stringent procedural requirements in connection with shareholder

action by written consent

Sanofi

sends a letter to Medivation’s Board of Directors urging them to engage in negotiations

Medivation

reiterates its rejections

Medivation

reports Q1 below consensus earnings

First

reports

state

that

Medivation

potentially

signed

NDAs

with

Pfizer

and

Amgen

Sanofi

advisors call Medivation’s to reiterate willingness to enter NDA and consider price increase

Sanofi

files

preliminary

HSR

filing;

indicates

willingness

to

revise

offer

should

Medivation

engage

and

share

information

Medivation

rebuffs the offer and declines to enter into an NDA

O. Brandicourt sends private letter to management to reiterate offer and willingness to sign an NDA, including a standstill

agreement to obtain information and potentially increase offer

Sanofi

files preliminary consent materials with SEC

May 25

May 17

May 12

May 9/11

May 9

May 5

May 2

Apr 29

Apr 28

Apr 15

Apr 3

Timeline of Sanofi’s Efforts and Medivation’s Responses

27

Mar 25

Mar 22

Sanofi

requests record date; Medivation fixes record date

Sanofi

signs written consent for shares held by Sanofi

Sanofi

sends form of Confidentiality Agreement which includes a standstill to Medivation

We Propose a Highly Experienced and Qualified Board

Michael Campbell (69)

Director of WestRock

MeadWestvaco Corporation, Arch Chemicals, Olin

Corporation, Milliken & Company

Barbara

Deptula

(61)

Director of AMAG Pharmaceuticals

Shire, SICOR, Coley Pharmaceutical, US

Bioscience, Schering Plough International, Lederle

Laboratories, Genetics Institute, CombinatoRx

Wendy Lane (65)

Chairman of Lane Holdings

Willis Towers Watson, MSCI, UPM-Kymmene

Corporation,

Al-Dabbagh

Group

Holding

Company

Limited, Laboratory Corporation of America

Ronald Rolfe (70)

Director of Time Inc.

Former Partner at Cravath, Swaine & Moore

Law clerk at Honorable

Marvin E. Frankel, U.S.

District Court Judge in the Southern District of NY

Noranda

Aluminum

Holding Corporation, Berry

Plastics Group, Reynolds American, Advanced

Assessment Systems, Inc.

Steven Shulman (64)

Managing Partner of Shulman Family Ventures

Tower Three Partners, Accretive Health,

CareCentrix, Quartet Health, VillageMD, MedImpact,

HealthMarkets, Magellan Health Services, Internet

Healthcare Group, Prudential Healthcare, Value

Health, CIGNA, Kaiser Permanente Medical

Foundation

James Tyree (63)

Managing Partner of Tyree & D’Angelo Partners

Abbott Laboratories, Abbott Biotechnology Ventures,

SUGEN, Bristol-Myers Squibb, Pfizer, SonarMed,

Genelux, ChemoCentryx and Innovia

David A. Wilson (74)

Director of CoreSite

Realty Corporation

Graduate Management Admission Council (GMAC),

Ernst & Young LLP, Laureate Education, Terra

Industries, Barnes and Noble, Sylvan Learning

Systems

Charles P. Slacik

(62)

Director

of

Sequenom

and

Quidel

STAAR Surgical, Beckman Coulter Inc, Watson

Pharmaceuticals, C.R. Bard, Wyeth

28

Path to Completion

Item

Timing

Record date

June 1

Expiration of initial HSR

waiting period

June

13

Definitive

consent

solicitation

distributed

to

shareholders

Mid-June

End of formal consent solicitation

No later than August 1

29

Medivation Shareholders Deserve to be Heard

Sanofi's

offer is compelling

Medivation's

Board has refused to engage in constructive talks

If Medivation

were to engage and provide information, Sanofi would be in a position to

increase its offer and is confident that it would be able to offer significant additional value

Sanofi

was left with no choice but to commence a consent solicitation process to remove

and replace Medivation’s

Directors

We believe that these eight independent and highly qualified individuals who would

replace

the

current

Board

would

act

in

the

best

interest

of

Medivation

shareholders

in

accordance with their fiduciary duties

Sanofi

is

best

positioned

to

combine

with

Medivation

and

realize

the

full

potential

of

Xtandi

and Medivation’s

pipeline, creating value for all stakeholders

30

31

APPENDIX

Proposed Director Slate

32

Barbara

Deptula

(61)

Director

of

AMAG

Pharmaceuticals

Director of AMAG

Pharmaceuticals since 2013 where she serves as a member of the Compensation Committee and Chair of the

Transaction Committee

Served as the Executive Vice President of Business Development and Chief Corporate Development Officer of Shire Plc, a public

biopharmaceutical company, from September 2004 to June 2012

Served as President of the biotechnology division of SICOR

from 2003 to 2004

Served as Senior Vice President for Coley Pharmaceutical, a biotechnology company, from 2000 to 2003

Held senior management positions in public and private pharmaceutical companies where she focused on marketing, product development,

licensing and business development, including US Bioscience, Inc., Schering Plough International, Lederle

Laboratories, a division of

American Cyanamid and Genetics Institute. Ms. Deptula

also served as a member of the Board of Directors of CombinatoRx, Incorporated,

now Zalicus, a public biopharmaceutical company, from December 2005 to December 2009

Wendy

Lane

(65)

Chairman

of

Lane

Holdings,

Inc.

Served on the Board of Directors of Willis Towers Watson from April 2004 to January 2016 (when the entity merged with Tower Watsons).

Currently serves as Director, the Chairman of the compensation committee and as a member of the audit committee and executive

committee of Willis Towers Watson

Has been an independent director at MSCI

since 2015

Currently a director of UPM-Kymmene

Corporation, where she serves on the audit committee, and the privately held

Al-Dabbagh

Group Holding Company Limited

Served as director of Laboratory Corporation of America from 1996 to 2014, and eight other public companies

Worked in investment banking for 15 years, initially at Goldman, Sachs from 1977 to 1980 and subsequently as a Principal and Managing

Director at Donaldson, Lufkin and Jenrette Securities Corporation from 1981 to 1992

Michael

Campbell

(69)

Director

of

WestRock

Served as a director of MeadWestvaco Corporation from 2001 and as the lead independent director of MeadWestvaco Corporation from

2007, in each case, until the effective date of the strategic business combination of Rock-Tenn Company and MeadWestvaco Corporation,

when he became a director of WestRock, where he serves on the Finance committee and the Nominating & Governance Committee

Served as Chairman, President and Chief Executive Officer of Arch Chemicals, Inc., which was a publicly traded global biocides company,

from 1999 until 2011

Served as Executive vice president of Olin Corporation, from 1996 to 1999. Mr. Campbell also served as a director of Milliken & Company

from 2007 to 2015

Proposed Director Slate (Cont’d)

33

Steven

Shulman

(64)

Managing

Partner

of

Shulman

Family

Ventures

Currently serves as Chairman of Accretive Health, a publicly-traded service and technology provider to healthcare providers since 2014,

CareCentrix, a privately-held at-home healthcare managed care company, positions he has held since 2008 and of Quartet Health, a

privately-held healthcare technology company focused on managing patient populations  who have co-morbid behavioral

and physical illness

Serves as managing Partner of Shulman Family Ventures, a private equity firm since 2008

Served as Operating Partner at Water Street Health Partners, a healthcare-focused private equity firm, from 2008 until March 2015

Served as Operating partner at Tower Three Partners LLC, a private equity firm 2008 until 2013

Served as Chairman and CEO of Magellan Health Services, a publicly-traded specialty healthcare management organization, as Chairman

and CEO of Internet Healthcare, an early-stage healthcare services and technology venture fund that he founded, as Chairman, President

and CEO of Prudential Healthcare, a healthcare services provider that is now part of publicly-traded Aetna, Inc. and held various positions at

CIGNA and Kaiser Permanente Medical Foundation

Serves as a director of Healthmarkets, Inc., a privately-held technology-enabled health insurance marketplace, Quantum Health, Inc., a

privately-held healthcare coordination and consumer navigation company, MedImpact

Healthcare Systems, Inc., a privately-held pharmacy

benefit manager, and Facet Technologies, LLC, a privately-held microsampling

sharps products provider, positions he has held since 2006,

2013, 2013 and 2011, respectively

Served as Chairman of Health Management Associates, Inc., a healthcare services provider that is now part of publicly-traded Community

Health Systems, Inc., from 2013 to 2014. Mr. Shulman also served on the Board of Access MediQuip, LLC, a privately-held surgical and

implant management solutions company, from April 2009 to May 2015 and Digital Insurance, Inc., a privately-held employee benefits agency,

from 1999 to 2013

Founded Value Health, a publicly-traded multi-product specialty managed care company (major divisions included a PBM

and a behavioral

unit)

where he served as President and Director

Ronald

Rolfe

(70)

Director

of

Time

Inc.

Served as Partner at Cravath, Swaine & Moore LLP, a premier law firm in the United States, where he practiced until his retirement in

December 2010. Mr. Rolfe’s practice spanned the world and included corporate governance, securities, antitrust and commercial

litigation

and arbitration for U.S. and international clients. Mr. Rolfe began as an Associate with Cravath

in 1970 and became Partner in 1977

Also served as Law Clerk to the Honorable Marvin E. Frankel, U.S. District Court Judge in the Southern District of New York, in 1969

Director of Time Inc. (since 2014), Noranda

Aluminum Holding Corporation (since 2013), Berry Plastics Group, Inc. (since 2013) and

Reynolds American Inc. (since 2014). He also currently serves on the Board of private company Advanced Assessment Systems, Inc

Proposed Director Slate (Cont’d)

34

David

A.

Wilson

(74)

Director

of

CoreSite

Realty

Corporation

Former President and CEO of the Graduate Management Admission Council (GMAC), owner of GMAT, from 1995 to 2013 and as Senior

Advisor to GMAC from 2013 to 2014

Prior to 1995, served as Managing Partner and National Director for Professional Development at Ernst & Young LLP, a public accounting

firm. He is a CA in Canada and a CPA in the United States

Served on the Board of Directors of Laureate Education, a company which provides access to high-quality, innovative institutions of higher

education, from 2002 to 2007, and of Terra Industries, a producer and marketer of nitrogen products for the agricultural and industrial

markets, from 2009 to 2010

Served on the Board of Directors of Barnes and Noble, a book retailer and content, commerce and technology company, and as chair of its

Audit Committee

Currently a director of Barnes & Noble Education, Inc. (a spin-off of Barnes & Nobles, Inc.) and chairs its Audit Committee

Charles

P.

Slacik

(62)

Director

of

Sequenom

and

Quidel

Served as Chief Financial Officer and Senior Vice President of Finance of Beckman Coulter, a leading manufacturer of biomedical testing

instrument systems, tests and supplies, from October 2006 to September 2011 and was responsible for all aspects of financial

management and information technology

From 2003 to 2006, served as Executive Vice President and Chief Financial Officer of Watson Pharmaceuticals, an integrated global

pharmaceutical company engaged in the development, manufacturing, marketing, sale and distribution of generic, brand and biologic

pharmaceutical products

From 1999 to 2003, served as Senior Vice President and Chief Financial officer of C.R. Bard, Inc., a developer and manufacturer of

medical technologies

From 1982 to 1999, held numerous executive positions at Wyeth (formerly American Home Products Corporation)

Currently serves on the Board of Directors of Sequenom, Inc. and Quidel

Corp. Served as Director of STAAR

Surgical from 2012 to 2015

James

Tyree

(63)

Managing

Partner

of

Tyree

&

D’Angelo

Partners

Co-founder and Managing Partner of Tyree & D’Angelo Partners, a private equity investment firm

During the last fifteen years, held numerous executive positions at Abbott Laboratories, including Corporate Vice President Pharmaceutical

and Nutritional Products Group Business Development, Senior Vice President Global Nutrition and Executive Vice President Global

Pharmaceuticals

Served as President of Abbott Biotechnology Ventures in March 2012

Served as President of SUGEN, a biotechnology company focused on oncology. Earlier in his career, Mr. Tyree held management

positions in Bristol-Myers Squibb, Pfizer and Abbott

Serves as an independent director of SonarMed, Genelux, ChemoCentryx

and Innoviva