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Separation Agreement And General Release

This is an actual contract by Auxilium Pharmaceuticals.

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: Pennsylvania, View Pennsylvania State Laws
Effective Date: June 27, 2006
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Exhibit 10.2


This Separation Agreement and General Release (hereinafter, the " Agreement" ) is entered into as of the date set forth on the signature page below by and between Auxilium Pharmaceuticals, Inc. (hereinafter, the " Company" ) and Geraldine A. Henwood (" Ms. Henwood" )

WHEREAS Ms. Henwood has been employed by Auxilium Pharmaceuticals, Inc. (hereinafter, " Auxilium" or the " Company" ) as Chief Executive Officer and Interim President; and

WHEREAS Ms. Henwood and Auxilium are parties to a June 5, 2004 Employment Agreement (hereinafter, the " Employment Agreement" ); and

WHEREAS Ms. Henwood and the Company' s Board of Directors (the " Board" ) have agreed that her employment with Auxilium will terminate on July 17, 2006 (hereinafter, the " Separation Date" ); and WHEREAS, Ms. Henwood and the Board have agreed that Ms. Henwood will resign from the Board effective July 17, 2006; and WHEREAS Ms. Henwood and Auxilium desire to resolve any and all actual and/or potential disputes between them of any nature whatsoever, based on any event occurring on or before the date of execution of this Agreement, including but not limited to claims relating to her employment, relocation, and alleged reliance;

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NOW, THEREFORE, for good and valuable consideration and intending to be legally bound, Ms. Henwood and Auxilium hereby agree as follows:

1. Ms. Henwood, for and in consideration of the undertakings of Auxilium set forth herein and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE Auxilium and its corporate parents, subsidiaries, and affiliated entities; the officers, directors, stockholders, employees, and agents of the foregoing entities; and the successors, assigns, heirs, executors, and administrators of the foregoing entities and persons (hereinafter referred to collectively as " RELEASEES" ) of and from any and all actions and causes of actions, suits, debts, claims, and demands whatsoever in law or in equity that she ever had, now has, or which her heirs, executors, or administrators may have by reason of any matter, cause, or thing whatsoever, based on any event occurring on or before the date of execution of this Agreement . The foregoing includes but is not limited to claims arising out of or relating in any way to her employment relationship, any provision of or contractual right existing in her Employment Agreement, or the termination of her employment relationship with Auxilium, including but not limited to claims which have been, could have been, or could be asserted now or in the future arising under federal, state, or local law, including but not limited to the Pennsylvania Human Relations Act, 43 P.S. a7a7 951 et seq ; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. a7a7 2000e et seq. ; the Age Discrimination in Employment Act, 29 U.S.C. a7a7 621 et seq. ; the Americans with Disabilities Act, 42 U.S.C. a7a7 12101 et seq. ; claims relating to or arising under any provision of the Employment Agreement; common law claims sounding in contract, assumpsit, or tort now or hereafter recognized; and claims for counsel fees and costs. Notwithstanding the foregoing, Ms. Henwood is not in this Agreement releasing the right to file a claim for workers' or unemployment compensation benefits.

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2. In full consideration of Ms. Henwood' s execution of this Agreement and her agreement to be legally bound by all of its terms, and provided that her agreement hereto is not revoked, Auxilium shall provide to Ms. Henwood the following benefits and fulfill its other obligations set forth in this Agreement : (a) severance payments in the gross amount of $270,300, payable in eight (8) equal monthly installments, commencing on July 24, 2006, and continuing on the 24 th of each calendar month thereafter through the eighth and final payment on February 24, 2007;

(b) an amount equal to $105,116, representing a prorated portion of Ms. Henwood' s bonus for achievements in 2006 to be paid on or before July 24, 2006;

(c) payment of the monthly COBRA medical insurance cost (less any required employee payments calculated as if Executive had continued to be an employee) if Ms. Henwood continues medical coverage under COBRA, for Ms. Henwood, and her spouse and (if applicable) dependents, during the 12-month period following the Separation Date; and

(d) payment for Ms. Henwood' s unused vacation benefits accrued as of the Separation Date (which as of the date of this Agreement are 11.5 days).

3. Attached to this Agreement as Exhibit A is a schedule (the " Equity Schedule" ) setting forth the stock options and restricted stock which have been granted to Ms. Henwood. Auxilium represents and warrants that the information set forth on the Equity Schedule is true and correct. Without limiting the foregoing, Auxilium confirms that:

(A) all of the options listed on the Equity Schedule, other than the options granted on June 6, 2006 (which are referred to as the " 2006 Options" ) are fully vested with the respective expiration dates set forth on the Equity Schedule, and Ms. Henwood shall have the right to exercise those vested options until June 13, 2007; and

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(B) 30,000 shar
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