ITEM 1.01. Entry into a Material Definitive Agreement

On January 30, 2013, Auxilium Pharmaceuticals, Inc. ("Auxilium" or the "Company") completed its previously announced offering of 1.50% Convertible Senior Notes due 2018 (the "Convertible Notes"). Auxilium issued $350.0 million aggregate principal amount of Convertible Notes, which included $25.0 million aggregate principal amount of Convertible Notes issued pursuant to the exercise in full by the underwriters of their option to purchase additional Convertible Notes, in an offering (the "Offering") registered under the Securities Act of 1933, as amended.

In connection with the closing of the Offering, the Company entered into the Indenture, dated as of January 30, 2013, by and between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"), providing for the issuance of debt securities from time to time, and the First Supplemental Indenture, dated as of January 30, 2013, by and between the Company and the Trustee, setting forth the terms of the Convertible Notes. Copies of the Indenture and the First Supplemental Indenture are filed as Exhibits 4.1 and 4.2 to this Form 8-K, respectively, and the descriptions of the terms of the Indenture and the First Supplemental Indenture are qualified in their entirety by reference to such exhibits. The First Supplemental Indenture contains the Form of Convertible Note, which is filed as Exhibit 4.3 to this Form 8-K, and the description of the terms of the Convertible Note is qualified in its entirety by reference to such exhibit.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

4.1 Indenture by and between Auxilium Pharmaceuticals, Inc. and Wells Fargo Bank, National Association, dated January 30, 2013.
4.2 First Supplemental Indenture by and between Auxilium Pharmaceuticals, Inc. and Wells Fargo Bank, National Association, dated January 30, 2013.
4.3 Form of Convertible Note (included in Exhibit 4.2).

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