Auxilium Pharmaceuticals, Inc.Underwriting Agreement • January 29th, 2013 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • New York
Auxilium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $325,000,000 principal amount of its 1.50% Convertible Senior Notes due 2018 (the “Firm Securities”), convertible at the Company’s election into cash, shares of common stock of the Company, par value $0.01 per share (“Stock”), or a combination of cash and shares of Stock (any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Shares”), and, at the election of the Underwriters, up to an aggregate of $25,000,000 additional aggregate principal amount of 1.50% Convertible Senior Notes due 2018 (the “Optional Securities”). The Fi
Chesterbrook, PA 19087 Attention: Jim Fickenscher, Chief Financial Officer Telephone No.: (484) 321 – 5902 Facsimile No.: (484) 321 – 5996 Email: jfickenscher@auxilium.com Re: Additional WarrantsAuxilium Pharmaceuticals Inc • January 29th, 2013 • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Auxilium Pharmaceuticals, Inc. (“Company”) to Goldman, Sachs & Co. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 |TEL: (212) 902-1000Auxilium Pharmaceuticals Inc • January 29th, 2013 • Pharmaceutical preparations • New York
To: Auxilium Pharmaceuticals, Inc. 640 Lee Road Chesterbrook, PA 19087 Attention: Jim Fickenscher, Chief Financial Officer Telephone No.: (484) 321 – 5902 Facsimile No.: (484) 321 – 5996 Email: jfickenscher@auxilium.com
GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 |TEL: (212) 902-1000Auxilium Pharmaceuticals Inc • January 29th, 2013 • Pharmaceutical preparations • New York
To: Auxilium Pharmaceuticals, Inc. 640 Lee Road Chesterbrook, PA 19087 Attention: Jim Fickenscher, Chief Financial Officer Telephone No.: (484) 321 – 5902 Facsimile No.: (484) 321 – 5996 Email: jfickenscher@auxilium.com
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP EnglandAuxilium Pharmaceuticals Inc • January 29th, 2013 • Pharmaceutical preparations • New York
To: Auxilium Pharmaceuticals, Inc. 640 Lee Road Chesterbrook, PA 19087 Attention: Jim Fickenscher, Chief Financial Officer Telephone No.: (484) 321 – 5902 Facsimile No.: (484) 321 – 5996 Email: jfickenscher@auxilium.com
