First Amendment to the Amended and Restated Employment Agreement



  
 Exhibit 10.3

 FIRST AMENDMENT 
 TO 
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

This First Amendment (this “Amendment”) to the Amended and Restated Employment Agreement by and between
Auxilium Pharmaceuticals, Inc. (the “Company”) and Benjamin J. Del Tito, Jr., Ph.D. (the “Executive”), dated as of the 30th day of April, 2010 (the “Employment Agreement”), is entered into as of this 1st day of November, 2010, by and between the Company and the Executive.

 RECITALS 
 WHEREAS, the Company and the Executive are parties to the Employment Agreement, and the Company and the Executive now desire to amend the Employment Agreement to include a bonus component to the severance
amounts for which the Executive is eligible under the Employment Agreement and to clarify certain payment timing provisions set forth therein. 
 WHEREAS, Section 13 of the Employment Agreement permits modifications to the Employment Agreement by written agreement between the Company and the Executive. 

NOW, THEREFORE, the Employment Agreement is hereby amended as follows: 

1. Section 2.1(b)(ii) of the Employment Agreement is amended to read as follows: 

(i) Executive shall receive severance payments in an amount equal to (A) 1.0 times Executive’s annual Base
Salary at the rate in effect at the time of Executive’s termination plus (B) 1.0 times the Executive’s average annual bonus paid by the Company to Executive for the two fiscal years preceding the fiscal year in which Executive’s
termination of employment occurs. The severance amount shall be paid in equal monthly installments over the twelve-month period following Executive’s termination of employment (the “Severance Period”). Such monthly payments shall
commence within 60 days after the effective date of the termination, subject to Executive’s execution and non-revocation of the Release during such 60 day period. Notwithstanding any provision of this Agreement to the contrary, in no event
shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable
year, payment shall be made in the later taxable year. 
 2. Section 2.2(b)(ii) of the Employment Agreement is amended to
read as follows: 
 (i) Executive shall receive severance payments in an amount equal to (A) 1.5 times
Executive’s annual Base Salary at the rate in effect at the time of Executive’s termination plus (B) 1.5 times the Executive’s average annual bonus paid by the Company to Executive for the two fiscal years preceding the fiscal
year in which Executive’s termination of employment occurs. The payment shall be made within 60 days after the effective date of the termination of employment, subject to Executive’s execution and non-revocation of the Release during such
60 day period. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in


  
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Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later
taxable year. 
 3. Effect of Amendment. Except to the extent expressly amended hereby, the Employment Agreement shall
remain in full force and effect in all respects. 
 IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
hereto as of the day and year first written above. 
  

			
	AUXILIUM PHARMACEUTICALS, INC.
		
	By:	 	/s/ Armando Anido
	Name:	 	Armando Anido
	Title:	 	Chief Executive Officer and President
	
	EXECUTIVE
	
	/s/ Benjamin J. Del Tito, Jr., Ph.D.
	Benjamin J. Del Tito, Jr., Ph.D.



  
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