0001193125-04-113293 Sample Contracts

EMPLOYMENT AGREEMENT (Geraldine A. Henwood)
Employment Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of June 5, 2004, by and between Auxilium Pharmaceuticals, Inc. (the “Company”) and Geraldine A. Henwood (“Executive”).

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LICENSE AGREEMENT
License Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS LICENSE AGREEMENT is made as of the 31st day of May, 2001 by and between BENTLEY PHARMACEUTICALS, INC., a Delaware corporation, with offices at 65 Lafayette Road, 3rd Floor, North Hampton, New Hampshire 03862-2403 (hereinafter, “BENTLEY” or “Licensor”), and AUXILIUM A2, INC., a Delaware corporation having a principal place of business at 160 W. Germantown Pike, Suite D-5, East Norriton, Pennsylvania 19401 (hereinafter, “AUXILIUM” or” Licensee”). BENTLEY and AUXILIUM may be referred to as a “Party” or, collectively, as “Parties.”

LICENSE AGREEMENT
License Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS LICENSE AGREEMENT is made as of the 31st day of May, 2000 by and between BENTLEY PHARMACEUTICALS, INC., a Delaware corporation, with offices at 65 Lafayette Road, 3rd Floor, North Hampton, New Hampshire 03862-2403 (hereinafter, “BENTLEY” or “Licensor”), and AUXILIUM A2, INC., a Delaware corporation having a principal place of business at 160 W. Germantown Pike, Suite D-5, East Norriton, Pennsylvania 19401 (hereinafter, “AUXILIUM” or” Licensee”). BENTLEY and AUXILIUM may be referred to as a “Party” or, collectively, as “Parties.”

LICENSE AGREEMENT
License Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS LICENSE AGREEMENT is made as of the 20th day of June, 2003 by and between Formulation Technologies, L.L.C., a Texas limited liability company, d/b/a PharmaForm with offices at 1006 East Yager Lane, Building D, Suite 101, Austin, Texas 78753 (hereinafter, “Licensor”), and AUXILIUM PHARMACEUTICALS, INC., a Delaware corporation having a principal place of business at 160 W. Germantown Pike, East Norriton, Pennsylvania 19401 (hereinafter, “AUXILIUM” or” Licensee”). Licensor and Licensee may be referred to as a “Party” -or, collectively, as “Parties.”

Distribution Agreement
Distribution Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations

THIS DISTRIBUTION AGREEMENT is entered into by and between Auxilium Pharmaceuticals, Inc. (“Auxilium”), a company incorporated under the laws of Delaware with offices at 160 W. Germantown Pike, Norristown, PA 19401, USA, and Bayer Inc. (“Distributor”), a company incorporated under the laws of Canada with offices at 77 Belfield Road, Toronto, ON, Canada, M9W 1G6.

RESEARCH AND DEVELOPMENT AGREEMENT
Research and Development Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Texas

THIS RESEARCH AND DEVELOPMENT AGREEMENT (this “Agreement”) is made as of the 20th day of June, 2003, by and between FORMULATION TECHNOLOGIES L.L.C., d/b/a PharmaForm, with an office located at 1006 Yeager Lane, Bldg. D, Suite 101, Austin TX 78753 (“PharmaForm”), and AUXILIUM PHARMACEUTICALS, INC. with an office located at 160 W. Germantown Pike, Norristown, PA 19401 (“AUXILIUM”).

First Amendment to Manufacturing Agreement between DPT Laboratories, Ltd. and Auxilium Pharmaceuticals, Inc.
Manufacturing Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations

This First Amendment to Manufacturing Agreement (“First Amendment”) between DPT Laboratories, Ltd. (“DPT”) and Auxilium Pharmaceuticals, Inc. (“COMPANY”) is made this 28th day of May, 2002.

LICENSE AND DISTRIBUTION AGREEMENT
License and Distribution Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations

THIS LICENSE AND DISTRIBUTION AGREEMENT (the “Agreement”), effective as of March 26, 2004 (the “Effective Date”) is entered into by and between Auxilium Pharmaceuticals, Inc. (“Auxilium”), a company incorporated under the laws of Delaware with offices at 160 W. Germantown Pike, Norristown, PA 19401, USA, and Ipsen Farmaceutica B.V. (“Ipsen”), a company incorporated under the laws of The Netherlands having a registered office at Hoofdweg Oostzijde 620, NL-2132 MJ Hoofddorp.

AMENDMENT No. 2 TO LICENSE AGREEMENT
License Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Amendment to License Agreement (the “Amendment”) is entered into as of June 17, 2004 (“Effective Date”) by and between Formulation Technologies, L.L.C., a Texas limited liability company, d/b/a PharmaForm with offices at 11400 Burnet Rd., Building 4, Suite 4010, Austin, Texas 78758 (hereinafter, “Licensor”), and Auxilium Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 160 W. Germantown Pike, East Norriton, Pennsylvania 19401 (hereinafter “Licensee”).

Contract
Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Texas

** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

COMMERCIAL OUTSOURCING SERVICES AGREEMENT
Commercial Outsourcing Services Agreement • July 2nd, 2004 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Commercial Outsourcing Services Agreement (“Agreement”) is entered into as of November 13, 2002 (“Effective Date”) by and between Integrated Commercialization Solutions, Inc., a California corporation (“Service Provider”) and Auxilium Pharmaceuticals, Inc., a Delaware corporation (“Company”).

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