RECITALS

                                                                EXHIBIT 10.10(c)
                                                                ----------------


CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT.

                      AMENDMENT NO. 2 TO LICENSE AGREEMENT

     THIS AMENDMENT NO. 2 TO LICENSE AGREEMENT is made as of the 31st day of
May, 2001 by and between BENTLEY PHARMACEUTICALS, INC., a Delaware corporation,
with offices at 00 Xxxxxxxxx Xxxx, 0xx Xxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxxx
03862-2403 (hereinafter, "BENTLEY" or "Licensor"), and AUXILIUM A2, INC., a
Delaware corporation having a principal place of business at 000 X. Xxxxxxxxxx
Xxxx, Xxxxx X-0, Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter, "AUXILIUM" or
"Licensee"). BENTLEY and AUXILIUM may be referred to as a "Party" or,
collectively, as "Parties."

                                    RECITALS

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 the parties clarified the License Agreement by entering into Amendment
No. 1 to the License Agreement, dated October 31, 2000 ("Amendment No. 1"); and

WHEREAS the Parties wish to further amend the License Agreement to change
certain sections of the License Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein, and INTENDING TO BE LEGALLY BOUND HEREBY, the Parties further amend the
License Agreement as follows:

                                    ARTICLE I
                                   DEFINITIONS

1.1  Except as amended below, the terms defined in the License Agreement, as
     amended in Amendment No. 1, shall remain unchanged.

1.2  "Territory" shall mean all countries and territories of the world,
     including Spain.

                                   ARTICLE II
                                GRANT OF LICENSE

2.1  The grant of license in Section 2.1 of the License Agreement shall include
     Spain.

                                   ARTICLE III
                      PAYMENTS IN CONSIDERATION FOR LICENSE

3.1 Except as amended below, all payments set forth in Article III of the
License Agreement shall remain unchanged.



3.2 Section 3.2 (a) of the License Agreement shall be amended to read as
follows:

        (a)  there is an enforceable BENTLEY Patent at the time of sale:

               $* Million of Annual Net Sales                           *%
               $* Million of Annual Net Sales                           *%
               $* Million of Annual Net Sales                           *%
               Net Sales over $*
               Million of Annual Net Sales                              *%

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 2 to License Agreement as of the date first above written.

BENTLEY PHARMACEUTICALS, INC.                    AUXILIUM A2, Inc.


By:/s/ XXXXXX XXXXXXX                            By:/s/ XXXXXXXXX X. XXXXXXX
   --------------------------------------        -------------------------------
   Name:  Xxxxxx Xxxxxxx                         Name:  Xxxxxxxxx X. Xxxxxxx
   Title: Vice President & General Counsel       Title: Chief Executive Officer


*    Confidential information has been omitted and filed confidentially with the
     Securities and Exchange Commission.


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