Auxilium Pharmaceuticals, Inc. Announces Pricing of $325.0 Million of 1.50% Convertible Senior Notes Due 2018

 Auxilium Pharmaceuticals, Inc. Announces Pricing of $325.0 Million of 1.50%
                      Convertible Senior Notes Due 2018

PR Newswire

CHESTERBROOK, Pa., Jan. 25, 2013

CHESTERBROOK, Pa., Jan. 25, 2013 /PRNewswire/ --Auxilium Pharmaceuticals,
Inc. (Nasdaq: AUXL), a specialty biopharmaceutical company ("Auxilium"), today
announced the pricing of $325.0 million aggregate principal amount of 1.50%
Convertible Senior Notes due 2018 (the "Convertible Notes"), in an offering
(the "Offering") registered under the Securities Act of 1933, as amended (the
"Securities Act"). Settlement is scheduled to occur on January 30, 2013.
Auxilium has also granted the underwriters of the Convertible Notes a 30-day
option to purchase up to an additional $25.0 million aggregate principal
amount of the Convertible Notes.


The Convertible Notes will pay interest semi-annually at a rate of 1.50
percent per annum and have been priced at par. The Convertible Notes are
convertible, at the holder's option at an initial conversion rate of 41.3770
shares of Auxilium's common stock per $1,000 principal amount of Convertible
Notes, subject to adjustment in certain circumstances. This conversion rate is
equal to an initial conversion price of approximately $24.17 per share, an
approximately 32.5 percent premium over the $18.24 closing price of Auxilium's
common stock on the NASDAQ Global Select Market (the "NASDAQ") on January 24,
2013. Prior to January 15, 2018, the Convertible Notes will be convertible
only upon the occurrence of certain events and during certain periods, and
thereafter, at any time until the second scheduled trading day immediately
preceding the maturity date. Upon conversion, Auxilium will pay or deliver, as
the case may be, shares of Auxilium's common stock, cash or a combination
thereof at Auxilium's election.

The Convertible Notes will be general senior unsecured obligations of

Auxilium estimates that the net proceeds from the Offering will be
approximately $314.5 million (or approximately $338.7 million if the
underwriters' option is exercised in full) after deducting underwriters'
discounts and commissions and estimated offering expenses. Auxilium intends
to use the net proceeds from the Offering to pay the cost of the note hedge
transactions described below (after such cost is partially offset by the
proceeds from the sale of the warrants, as described below) and for general
corporate purposes, which may include the acquisition (including by merger,
purchase, license or otherwise) of businesses, products, product rights or

Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as joint
book-running managers for the Offering. Cowen and Company and RBC Capital
Markets are acting as co-managers for the Offering. The Convertible Notes will
be offered and sold under Auxilium's shelf registration statement on Form S-3
filed with the Securities and Exchange Commission (the "SEC") on January 23,
2013, which was effective upon filing, and a preliminary prospectus supplement
setting forth the terms of the Convertible Notes, filed with the SEC on
January 23, 2013. Auxilium intends to file a final prospectus supplement
setting forth the terms of the Convertible Notes with the SEC. Investors
should read the prospectus and the final prospectus supplement, when filed
with the SEC, and other documents that Auxilium has filed with the SEC for
more complete information about Auxilium and the Offering. These documents may
be obtained at Printed copies of the final prospectus supplement
relating to the Offering, when available, may also be obtained by requesting
copies from Goldman, Sachs & Co. (Attn: Prospectus Department, 200 West
Street, New York, New York 10282, Fax: 212-902-9316 or Email at or by calling 1-866-471-2526) or J.P. Morgan
Securities LLC (c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 or by calling 866-803-9204).

In connection with the Offering, Auxilium has entered into note hedge
transactions with one or more of the underwriters of the Convertible Notes or
their respective affiliates (the "hedge counterparties"). The note hedge
transactions are expected generally to reduce the potential dilution to
Auxilium's common stock and/or offset potential cash payments in excess of the
principal amount upon any conversion of Convertible Notes in the event that
the market value per share of Auxilium's common stock, as measured under the
terms of the note hedge transactions, is greater than the strike price of the
note hedge transactions (which corresponds to the initial conversion price of
the Convertible Notes and is subject to certain adjustments substantially
similar to those contained in the Convertible Notes). In addition, in order to
partially offset the cost of the note hedge transactions, Auxilium will issue
warrants to the hedge counterparties at a higher strike price. The warrants
would separately have a dilutive effect to the extent that the market value
per share of Auxilium's common stock exceeds the applicable strike price of
the warrants. If the underwriters exercise their option to purchase additional
Convertible Notes, Auxilium may enter into additional note hedge and warrant

Auxilium has been advised that, in connection with the note hedge and warrant
transactions, the hedge counterparties or their affiliates have entered into,
or expect to enter into, various derivative transactions with respect to
Auxilium's common stock and may, from time to time, enter into or unwind
various derivatives and/or purchase or sell Auxilium's common stock or other
securities of Auxilium in secondary market transactions (and are likely to do
so during any observation period relating to a conversion of Convertible
Notes). These activities may have increased, or could, following the pricing
of the Convertible Notes, increase, (or reduce the size of any decrease in)
the price of Auxilium's common stock, and could also cause or avoid an
increase or a decrease in the price of Auxilium's common stock at any time
prior to the maturity date.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of any of the Convertible Notes
in any jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. Any offer, if at all, will be made only by means of the
prospectus, including the prospectus supplement, forming a part of the
effective registration statement.

About Auxilium

Auxilium is a specialty biopharmaceutical company with a focus on developing
and marketing products to predominantly specialist audiences. Auxilium markets
Testim® 1% (testosterone gel) for the topical treatment of hypogonadism and
XIAFLEX® (collagenase clostridium histolyticum) for the treatment of adult
Dupuytren's contracture patients with a palpable cord in the U.S. GSK co-
promotes Testim with Auxilium in the U.S. Ferring International Center S.A.
markets Testim in certain countries of the EU and Paladin Labs Inc. markets
Testim in Canada. Pfizer has marketing rights for XIAPEX® (the EU tradename
for collagenase clostridium histolyticum) in 46 countries in Eurasia through
April 24, 2013; Asahi Kasei Pharma Corporation has development and commercial
rights for XIAFLEX in Japan; and Actelion Pharmaceuticals Ltd has development
and commercial rights for XIAFLEX in Canada, Australia, Brazil and Mexico.
The sBLA for XIAFLEX for the treatment of Peyronie's disease was submitted to
the FDA on November 6, 2012 and has been accepted for standard review with a
PDUFA date of September 6, 2013. Additionally, collagenase clostridium
histolyticum ("CCH") is in phase IIa of development for the treatment of
Frozen Shoulder syndrome (adhesive capsulitis) and phase Ib of development for
the treatment of cellulite (edematous fibrosclerotic panniculopathy).
Auxilium also has rights to pursue additional indications for CCH.


This news release contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995, including statements made
with respect to Auxilium's strategy, progress and timing of development
programs and related trials, the efficacy of its product candidates, the
commercial benefits available to it as a result of its agreements with third
parties, future operations, financial position, future revenues, projected
costs, prospects, plans and objectives of management and other statements
regarding matters that are not historical facts, and involve predictions.
These statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance, achievements or prospects
to be materially different from any future results, performance, achievements
or prospects expressed in or implied by such forward-looking statements. In
some cases you can identify forward-looking statements by terminology such as
''may'', ''will'', ''should'', ''would'', ''expect'', ''intend'', ''plan'',
''anticipate'', ''believe'', ''estimate'', ''predict'', ''potential'',
''seem'', ''seek'', ''future'', ''continue'', or ''appear'' or the negative of
these terms or similar expressions, although not all forward-looking
statements contain these identifying words. Although forward-looking
statements are based on Auxilium's current plans or assessments that are
believed to be reasonable as of the date of this press release, they
inherently involve certain risks and uncertainties. These forward-looking
statements are subject to a number of risks and uncertainties, including those
discussed under ''Risk Factors'' in Auxilium's Annual Report on Form 10-K for
the year ended December 31, 2011, each of Auxilium's Quarterly Reports on Form
10-Q for the three months ended September 30, 2012, June 30, 2012 and March
31, 2012 and Auxilium's preliminary prospectus supplement and Current Report
on Form 8-K, each filed with the Securities and Exchange Commission (the
"SEC") on January 23, 2013. While Auxilium may elect to update the
forward-looking statements made in this news release in the future, Auxilium
specifically disclaims any obligation to do so. Our SEC filings may be
accessed electronically by means of the SEC's home page on the Internet at There may be additional risks that Auxilium does not
presently know or that Auxilium currently believes are immaterial which could
also cause actual results to differ from those contained in the
forward-looking statements.


James E. Fickenscher
Chief Financial Officer, Auxilium Pharmaceuticals, Inc.


William Q. Sargent Jr.
Vice-President, Investor Relations and Corporate Communications

SOURCE Auxilium Pharmaceuticals, Inc.

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