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Auxilium Pharmaceuticals, Inc. Announces Pricing of $325.0 Million of 1.50% Convertible Senior Notes Due 2018
Date:1/25/2013

lto:prospectus-ny@ny.email.gs.com">prospectus-ny@ny.email.gs.com 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 transactions.

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 seco
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