exhibit 10. 5 september 23, 2015 via hand delivery lynn seely, m. d. [ address ] re : separation agreement dear lynn : this letter sets forth the terms of the separation agreement ( the “ agreement ” ) between you and medivation, inc. ( the “ company ” ) regarding your employment transition. 1. separation date ; final pay. as we have agreed, your last day of employment and your employment termination date will be october 15, 2015 ( the “ separation date ” ). on the separation date, the company shall pay you all accrued salary earned by you through the separation date, less standard payroll deductions and withholdings. you are entitled to this payment by law and will receive it regardless of whether or not you sign this agreement. as you know, due to your level in the company, you did not accrue vacation or other paid time off ( “ pto ” ) and instead were permitted to take time off, with pay, within your discretion ; thus, no payment for accrued or unused vacation or pto is owed or will be provided. 2. severance benefits. you and the company understand that your termination of employment qualifies as a “ separation from service ” for purposes of treasury regulation section 1. 409a - 1 ( h ). accordingly, if you timely return this fully signed and dated agreement to the company, and you do not subsequently revoke it, the company will provide you the severance benefits ( the “ severance benefits ” ) set forth below : ( a ) cash severance benefits. the company will pay you a severance amount equal to six ( 6 ) months of your base salary in effect as of the separation date, subject to standard payroll deductions and withholdings ( the “ severance amount ” ). the severance amount will be paid to you in the form of salary continuation over the six ( 6 ) month period following the separation date ; provided, however, that no payments will be made prior to the 60th day following your separation date. on that 60th day, the company will pay you in a lump sum the salary continuation payments that you would have received on or prior to such date if payment of the severance amount had commenced immediately following your separation date, with the balance of the severance amount being paid as originally scheduled. th th ( b ) 2015 target bonus. as an additional severance benefit, the company will pay you your annual target bonus