EXHIBIT 10.10(b)
                                                                ----------------

                      AMENDMENT NO. 1 TO LICENSE AGREEMENT

     THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (the "Amendment") is made as of
the __ day of October 2000 by and between BENTLEY PHARMACEUTICALS, INC., a
Delaware corporation with offices at 65 Lafayette Road, Third Floor, North
Hampton, New Hampshire 03862-2403 (hereinafter "Bentley" or "Licensor") and
AUXILIUM A2 , INC., a Delaware corporation with offices at 160 W. Germantown
Pike, Suite D-5, Norriton Office Center, Norristown, Pennsylvania 19401
(hereafter, "Auxilium" or "Licensee"). Bentley and Auxilium may be referred to
as a "Party" or, collectively, as "Parties."

     WHEREAS, the parties have entered into that certain License Agreement dated
May 31, 2000 relating to the grant by Bentley to Auxilium of a license of
certain technology (the "License Agreement");

     WHEREAS, as reflected in the third recital of the License Agreement, the
parties intended not to include patch applications as part of the license;

     WHEREAS, the parties wish to clarify the definitions in the License
Agreement to indicate that patch applications are not included in the scope of
the license;

     NOW THEREFORE, the parties hereby amend the License Agreement as follows:

     1.   The definition of "Combination Products" in Section 1.1 of the License
          Agreement is hereby modified in its entirety to read as follows:

                    "Combination Products" means any and all pharmaceutical
               compositions, other than patch applications, which contain (A)
               testosterone as an active ingredient in combination with any
               other steroids, hormones, somatotropics, emollients, or
               therapeutic soy products; and (B) the Compound; and which fall
               within the scope of any composition, method, or article claim of
               the BENTLEY Patents and which is intended to be applied topically
               to the user of the composition.

     2.   The definition of "Products" in Section 1.1 of the License Agreement
          is hereby modified in its entity to read as follows:

                    "Products" means any and all pharmaceutical compositions,
               other than patch applications, which contain (A) testosterone as
               the single active ingredient; and (B) the Compound; and which
               fall within the scope of any composition, method, or article
               claim of the BENTLEY Patents and which is intended to be applied
               topically to the user of the composition.

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     3.   As modified by this Amendment, the License Agreement remains in full
          force and effect.


     IN WITNESS WHEREOF, the parties have executed this Amendment by their duly
authorized representatives as of the date set forth above.


BENTLEY PHARMACEUTICALS, INC.            AUXILIUM A2 , INC.


By:/s/ JAMES R. MURPHY                   By: /s/ JANE A. HOLLINGSWORTH
   -----------------------------             -------------------------
   Name:   James R. Murphy                   Name:  Jane A. Hollingsworth
   Title:  Chairman and CEO                  Title: EVP