Indemnification Agreement



 Exhibit 10.44 
  
 

 
  

							
	 	  	 KPMG LLP
 1601 Market Street
 Philadelphia, PA 19103
	  	 Telephone
 Fax
 Internet
	  	 267 256 7000
 609 896 9782
 www.us.kpmg.com


  
 March 31, 2006 
  
 Auxilium Pharmaceuticals, Inc. 
 40 Valley Stream Parkway 
 Malvern, PA 19355 
  
 Auxilium Pharmaceuticals, Inc. (the “Company”) has requested that we consent to the incorporation by reference of our report on
the Company’s consolidated financial statements as of December 31, 2004 and for each of the years in the two-year period then ended in the Registration Statements No. 333-127489 on Form S-3 and No. 333-117595 on Form S-8 of the Company, which
report appears in the December 31, 2005 annual report on Form 10-K of the Company. 
  
 By agreeing to the terms of this letter, you agree to indemnify KPMG LLP (“KPMG”) from certain risks inherent in incorporating by reference our audit report on the Company’s consolidated financial statements as of December
31, 2004 and for each of the years in the two-year period ended December 31, 2004 in the Registration Statements No. 333-127489 on Form S-3 and No. 333-117595 on Form S-8 of the Company. Specifically, you agree to indemnify and hold KPMG harmless
against and from any and all legal costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants) which we may incur in connection with our successful defense of any legal action or proceeding that may arise as a
result of our consent to the incorporation by reference of our report on the Company’s consolidated financial statements in the Registration Statements No. 333-127489 on Form S-3 and No. 333-117595 on Form S-8 of the Company, whether brought
under the federal securities laws or other statutes, state statute, or common law, or otherwise. In the event KPMG incurs legal costs or expenses indemnified hereunder, you agree to reimburse KPMG for those costs as incurred on a monthly basis. KPMG
shall not be indemnified, and shall refund to you, any amounts paid to it pursuant to this indemnification in the event there is court adjudication that we are guilty of professional malpractice, or in the event that KPMG becomes liable for any part
of the plaintiff’s damages by virtue of settlement. In the event KPMG is requested pursuant to subpoena or other legal process to produce its documents relating to the Company in judicial or administrative proceedings to which KPMG is not a
party, the Company shall reimburse KPMG at standard billing rates for its professional time and expenses, including reasonable attorney’s fees, incurred in responding to such requests. 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 KPMG LLP, a U.S. limited liability partnership, is the U.S. 
 member firm of KPMG International, a Swiss cooperative. 







 

 
  
 Auxilium Pharmaceuticals, Inc. 
 March 31, 2006 
 Page 2 
  
 Please indicate your acceptance of these terms by signing and returning a copy of this letter
to me. 
  
 Very truly yours, 
  
 KPMG LLP 

	
	
	/s/ John T. Capecci
	 John T. Capecci
 Partner

	
	 cc:    Jennifer Strong

	
	ACCEPTED:
	
	Auxilium Pharmaceuticals, Inc.
	
	James E. Fickenscher, Chief Financial Officer
	Name and Title of Authorized Officer
	
	/s/ James E. Fickenscher
	Signature of Authorized Officer
	
	March 31, 2006
	Date