THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Auxilium Pharmaceuticals, Inc. (AUXL)

4/28/2006 Proxy Information

In 2005, we paid $90,000 to Lathian Systems Inc., or Lathian, for marketing services. New Leaf Venture Partners, L.L.C., or New Leaf, has entered into sub-advisory agreements with two investment funds which have investments in Lathian. Dr. Chambon, one of our directors, is a Managing Director of New Leaf.

We use Prosit, LLC for printing and copying services. Timothy Sharr, the brother of Ms. Henwood, our Chief Executive Officer and Interim President and one of our directors, holds a majority ownership interest in Prosit. Prosit received payments from us for printing and reproduction services of $415,000, $1,099,000 and $846,000 in 2005, 2004 and 2003, respectively. HH Capital Partners, an investment partnership controlled by Ms. Henwood and Jane H. Hollingsworth, our former general counsel, converted its majority equity interest in Prosit into a $240,000 loan in 2001. This loan bore interest at 4% and was repayable in four annual payments of $60,000 beginning on June 30, 2003. In addition, Prosit leased printing and copying equipment from HH Capital Partners pursuant to a 48-month lease which commenced on January 1, 2001 and required monthly payments of approximately $1,100. On April 14, 2005, HH Capital Partners forgave Prosit the payment of any outstanding loan, lease and interest payments.

Two siblings, Christopher Sharr and Diane Myers, and a sister-in-law, Suzanne Sharr, of Ms. Henwood, our Chief Executive Officer and Interim President and one of our directors, are employed by us. As of December 31, 2005, Mr. Sharr, Ms. Myers and Ms. Sharr held the positions of Director of Production Operations, Vice President of Regulatory and Quality Assurance and Director of Human Resources, respectively. Mr. Sharr earned, including bonuses, $113,000 in Fiscal 2005. Ms. Myers earned, including bonuses, $170,000 in Fiscal 2005. Ms. Sharr earned, including bonuses, $111,000 in Fiscal 2005.

In October 2003, one of our directors, Mr. Winston J. Churchill, personally loaned Ms. Henwood, our Chief Executive Officer and Interim President and one of our directors, and her husband $100,000 for personal financial reasons. This loan bears interest at the prime rate compounded monthly and is repayable on demand. As of December 31, 2005, the total amount owed is $90,457.