SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PERSEUS SOROS BIOPHARMACEUTICAL FUND LP (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AUXILIUM PHARMACEUTICALS INC [ AUXL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2005		P		612,089	A	$4.9	3,877,403	D(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Stock	$5.84	06/30/2005		P		153,022		(3)	06/30/2010	Common Stock	153,022	$0.00	153,022	D(1)

1. Name and Address of Reporting Person* PERSEUS SOROS BIOPHARMACEUTICAL FUND LP (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PERSEUS SOROS PARTNERS LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PERSEUS BIOTECH FUND PARTNERS LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SFM PARTICIPATION LP (Last) (First) (Middle) C/O SOROS FUND MANAGEMENT LLC 888 SEVENTH AVE 31ST FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SFM AH LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PERSEUSPUR LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PEARL FRANK H (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE NW SUITE 900 (Street) WASHINGTON DC 20003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOROS FUND MANAGEMENT LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOROS GEORGE (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All of the securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros"). Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners"), and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseuspur, L.L.C., a Delaware limited liability company ("Perseuspur"), is the managing member of Perseus Partners. Mr. Frank H. Pearl is the sole member of Perseuspur. SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. Soros Fund Management LLC ("SFM LLC") is the managing member of SFM AH. Mr. George Soros is the Chairman of SFM LLC.

2. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseuspur , SFM AH, Mr. Pearl, SFM LLC and Mr. Soros are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Perseus-Soros. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseuspur, SFM AH, Mr. Pearl, SFM LLC or Mr. Soros is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros in excess of such amount.

3. Immediately.

Remarks:

Exhibit List Exhibit 24.1 -- Power of Attorney, dated June 16, 2005 PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP By: Perseus-Soros Partners, LLC, General Partner By: SFM Participation, L.P., a Managing Member By: SFM AH LLC, General Partner By: Soros Fund Management LLC, Managing Member By: /s/ Jay Schoenfarber Name: Jay Schoenfarber Title: Assistant General Counsel PERSUS-SOROS PARTNERS, LLC By: SFM Participation, L.P., Managing Member By: SFM AH LLC, General Partner By: Soros Fund Management LLC, Managing Member By: /s/ Jay Schoenfarber Name: Jay Schoenfarber Title: Assistant General Counsel PERSEUS BIOTECH FUND PARTNERS, LLC By: Perseuspur, L.L.C., Managing Member By: /s/ Rodd Macklin Name: Rodd Macklin Title: Secretary and Treasurer SMF PARTICIPATION, L.P. By: SFM AH LLC, General Partner By: Soros Fund Management LLC, Managing Member By: /s/ Jay Schoenfarber Name: Jay Schoenfarber Title: Assistant General Counsel SFM AH LLC By: Soros Fund Management, LLC, Managing Member By: /s/ Jay Schoenfarber Name: Jay Schoenfarber Title: Assistant General Counsel PERSEUSPUR, L.L.C. By: Rodd Macklin Name: Rodd Macklin Title: Secretary and Treasurer FRANK H. PEARL /s/ Rodd Macklin Name: Rodd Macklin Title: Attorney-in-Fact SOROS FUND MANAGEMENT LLC By: /s/ Jay Schoenfarber Name: Jay Schoenfarber Title: Assistant General Counsel GEORGE SOROS By: /s/ Jay Schoenfarber Name: Jay Schoenfarber Title: Attorney-in-Fact

	/s/ Jay Schoenfarber, Assistant General Counsel	07/05/2005
	/s/ Jay Schoenfarber, Assistant General Counsel	07/05/2005
	/s/ Rodd Macklin, Secretary and Treasurer	07/05/2005
	/s/ Jay Schoenfarber, Assistant General Counsel	07/05/2005
	/s/ Jay Schoenfarber, Assistant General Counsel	07/05/2005
	/s/ Rodd Macklin, Secretary and Treasurer	07/05/2005
	/s/ Rodd Macklin, Attorney-in-Fact	07/05/2005
	/s/ Jay Schoenfarber, Assistant General Counsel	07/05/2005
	/s/ Jay Schoenfarber, Attorney-in-Fact	07/05/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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