-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7yKoBH63V9WvmTWdabNj6XxyFGvbqMbSq5qwuC+Wwlex5vvjxJGU1fLDB6Wjve8 H5S0pfIUlSWZXytTFZ4Iyw== 0001104659-09-000077.txt : 20090102 0001104659-09-000077.hdr.sgml : 20090101 20090102134732 ACCESSION NUMBER: 0001104659-09-000077 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090102 DATE AS OF CHANGE: 20090102 GROUP MEMBERS: APTAFIN S.P.A. GROUP MEMBERS: CHAUMIERE-CONSULTADORIA E SERVICOS, SOCIEDADE UNIPESSOAL,LDA GROUP MEMBERS: CLAUDIO CAVAZZA GROUP MEMBERS: DEFIANTE FARMACEUTICA S.A. GROUP MEMBERS: PAOLO CAVAZZA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA TAU FINANZIARIA SPA CENTRAL INDEX KEY: 0001092601 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: VIA SUDAFRICA 20 STREET 2: 00144 CITY: ROME ITALY FORMER COMPANY: FORMER CONFORMED NAME: SIGMA TAU FINANZIARIA DATE OF NAME CHANGE: 19990805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCICLONE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000880771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943116852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43408 FILM NUMBER: 09500986 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 BUSINESS PHONE: 650-358-3456 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 SC 13D/A 1 a08-31298_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

SciClone Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

80862K104

(CUSIP Number)

 

Sigma-Tau Finanziaria S.p.A.

Corporate Legal Department

Attn: Fabio Amabile

Via Sudafrica, 20

Rome, Italy 00144

Tel. +39 06 54277176

 

With a copy to:

 

Howard L. Shecter, Esq.

Orrick, Herrington & Sutcliffe, LLP

666 Fifth Avenue

New York, NY  10103-0001

212-506-5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.


* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 



 

CUSIP No.   80862K104

 

 

1

Name of Reporting Person:
Paolo Cavazza

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
PF, AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization:
Italy

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power:
0

 

8

Shared Voting Power:
9,853,261

 

9

Sole Dispositive Power:
0

 

10

Shared Dispositive Power:
9,853,261

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,853,261

 

 

12

Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11:
21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

 

 

14

Type of Reporting Person:
IN

 

2



 

CUSIP No.   80862K104

 

 

1

Name of Reporting Person:
Claudio Cavazza

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
PF, AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization:
Italy

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power:
0

 

8

Shared Voting Power:
9,853,261

 

9

Sole Dispositive Power:
0

 

10

Shared Dispositive Power:
9,853,261

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,853,261

 

 

12

Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11:
21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

 

 

14

Type of Reporting Person:
IN

 

3



 

CUSIP No.   80862K104

 

 

1

Name of Reporting Person:
Sigma-Tau Finanziaria S.p.A.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization:
Italy

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power:
0

 

8

Shared Voting Power:
9,853,261

 

9

Sole Dispositive Power:
0

 

10

Shared Dispositive Power:
9,853,261

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,853,261

 

 

12

Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11:
21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

 

 

14

Type of Reporting Person:
CO

 

4



 

CUSIP No.   80862K104

 

 

1

Name of Reporting Person:
Defiante Farmaceutica S.A.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
WC, AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization:
Portugal

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power:
0

 

8

Shared Voting Power:
9,853,261

 

9

Sole Dispositive Power:
0

 

10

Shared Dispositive Power:
9,853,261

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,853,261

 

 

12

Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11:
21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

 

 

14

Type of Reporting Person:
CO

 

5



 

CUSIP No.   80862K104

 

 

1

Name of Reporting Person:
Aptafin S.p.A.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
WC, AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization:
Italy

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power:
0

 

8

Shared Voting Power:
9,853,261

 

9

Sole Dispositive Power:
0

 

10

Shared Dispositive Power:
9,853,261

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,853,261

 

 

12

Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11:
21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

 

 

14

Type of Reporting Person:
CO

 

6



 

CUSIP No.   80862K104

 

 

1

Name of Reporting Person:
Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
WC, AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization:
Portugal

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power:
0

 

8

Shared Voting Power:
9,853,261

 

9

Sole Dispositive Power:
0

 

10

Shared Dispositive Power:
9,853,261

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,853,261

 

 

12

Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11:
21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

 

 

14

Type of Reporting Person:
CO

 

7



 

CUSIP No.   80862K104

 

This Amendment No. 1 relates to the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission on December 16, 2008, by Paolo Cavazza, Claudio Cavazza, Sigma-Tau Finanziaria S.p.A. (“Sigma-Tau”), Defiante Farmaceutica S.A. (“Defiante”), Aptafin S.p.A. (“Aptafin”) and Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA (“Chaumiere”) (Chaumiere, together with Aptafin, Defiante, Sigma-Tau, Claudio Cavazza and Paolo Cavazza, are the “Reporting Persons”) relating to the Common Stock, $0.001 par value per share (the “Common Stock”), of SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

 

Item 4.              Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On December 31, 2008, Defiante, on behalf of itself and the other Reporting Persons, in compliance with the bylaws of the Issuer, submitted a formal notice and nomination of four individuals (the “Nominees”) to the Issuer's Board of Directors (the “Board”) at the Issuer's 2009 annual meeting of stockholders (including any adjournment or postponement thereof or any special meeting held in lieu thereof ).  The Reporting Persons currently intend to conduct a proxy solicitation seeking to elect these individuals to the Board.  Defiante submitted such notice, and intends to conduct such proxy solicitation, because the Reporting Persons believe that the Board of Directors and management of the Issuer, by their actions and inactions, have caused the stockholders of the Issuer to have suffered a significant decrease in the value of their investment in the Issuer, have caused the Issuer to incur substantial operating losses, have not properly managed the conduct of critical clinical trials, and have allowed the operating expenses of the Issuer to have increased excessively.  The Nominees are Messers. Roberto Camerini, Trevor Mervyn Jones, Gregg Lapointe, and Alberto Mantovani.

 

Except as set forth herein or as would occur upon completion of any of the actions described herein, the Reporting Persons have no definite plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. The adoption of any plan or proposal relating to a transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D will depend upon overall market and industry conditions, other investment opportunities available to the Reporting Persons, the Issuer's financial position and investment strategy, and the availability of the Issuer's shares at prices that would make the acquisition of additional shares desirable.

 

The Reporting Persons may take such action with respect to their investment in the Issuer as they deem appropriate including, without limitation, having discussions with other stockholders and other relevant parties, and engaging in discussions with and making suggestions to the Board and the management of the Issuer, concerning changes to the capitalization, ownership structure, business, operations, strategy, future plans, management, Board composition or governance of the Issuer.

 

Item 7.              Material to be Filed as Exhibits.

 

Exhibit 12         Notice of Nomination dated December 31, 2008

 

[Signature pages to follow]

 

8



 

CUSIP No.   80862K104

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

December 31, 2008

 

 

 

PAOLO CAVAZZA

 

 

 

 

 

 

 

 

 

 

By:

/s/ Antonio Nicolai

 

 

Name: Antonio Nicolai

 

 

 

Title: Attorney-in-fact

 

 

 

 

 

 

 

 

 

 

CLAUDIO CAVAZZA

 

 

 

 

 

 

 

 

 

 

By:

/s/ Antonio Nicolai

 

 

Name: Antonio Nicolai

 

 

 

Title: Attorney-in-fact

 

 

 

 

 

 

 

 

 

 

SIGMA-TAU FINANZIARIA S.P.A.

 

 

 

 

 

 

 

 

 

By:

/s/ Antonio Nicolai

 

 

Name: Antonio Nicolai

 

 

 

Title: Attorney-in-fact

 

 

 

 

 

 

 

 

 

 

DEFIANTE FARMACEUTICA S.A.

 

 

 

 

 

 

 

 

 

By:

/s/ Antonio Nicolai

 

 

Name: Antonio Nicolai

 

 

 

Title: Attorney-in-fact

 

 

9



 

CUSIP No.   80862K104

 

 

APTAFIN S.P.A.

 

 

 

 

 

 

 

 

 

By:

/s/ Antonio Nicolai

 

 

Name: Antonio Nicolai

 

 

 

Title: Attorney-in-fact

 

 

 

 

 

 

 

 

 

 

CHAUMIERE-CONSULTADORIA E
SERVICOS, SOCIEDADE UNIPESSOAL,
LDA

 

 

 

 

 

 

 

 

 

By:

/s/ Antonio Nicolai

 

 

Name: Antonio Nicolai

 

 

 

Title: Attorney-in-fact

 

 

10


EX-12 2 a08-31298_1ex12.htm EX-12

Exhibit 12

 

Defiante Farmaceutica S.A.

Rua dos Ferreiros 260

Funchal – Madeira (Portugal) 9000-082

 

December 31, 2008

 

By Hand

Corporate Secretary

SciClone Pharmaceuticals, Inc.

950 Tower Lane, Suite 900

Foster City, CA 94404

 

Dear Secretary,

 

Notice and Nomination

 

This notice by Defiante Farmaceutica S.A. (“Defiante”) of its decision, as a record owner of common stock, par value $0.001 per share (the “Common Stock”), of SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to propose the nomination of, and nominate, the individuals identified herein for election to the Board of Directors of the Company (the “Board”) at the next annual meeting of stockholders of the Company (including any adjournment or postponement thereof or any special meeting that may be called in lieu thereof, the “Annual Meeting”) is being delivered in accordance with the requirements (the “Nomination Requirements”) set forth in Section 2.15 of Article II of the Company’s Bylaws (as presently in effect, the “Bylaws”).  Please be advised that Defiante intends to nominate at the Annual Meeting, and hereby nominates, Messers. Roberto Camerini, Trevor Mervyn Jones, Gregg Lapointe, and Alberto Mantovani (each a “Nominee” and, collectively, the “Nominees”) for election to the Board.  Defiante reserves the right to nominate, substitute or add additional persons (a) in the event that the Company or the Board purports to increase the number of directorships on the Board so that we are able to nominate a director candidate for each additional directorship purportedly created, (b) if the Company announces or purports to make any changes to its Bylaws or announces or purports to take any other action that has, or if consummated would have, the effect of disqualifying any of the Nominees or any additional nominee nominated pursuant to the preceding clause (a) and/or (c) in the event any of the Nominees is unable, or hereafter becomes unwilling, for any reason to serve as a director.  Additional nominations made pursuant to the preceding clauses (a) and/or (b) are without prejudice to Defiante’s position that any attempt to increase the size of the Board or disqualify any Nominee through amendments to the Bylaws constitutes unlawful manipulation of the Company’s corporate machinery and that the Bylaws fix the size of the Board at seven members.

 

Pursuant to the Nomination Requirements, Defiante (i) has set forth above its name and address, (ii) represents that it is a record holder of the Company’s Common Stock entitled to vote for the election of directors on the date hereof and intends to appear in person or by proxy at the meeting to nominate the Nominees as directors of the Company, (iii) has set forth below a description of all arrangements or understandings

 



 

between it and each Nominee and any other person or persons pursuant to which the nomination or nominations are to be made by Defiante, (iv) has set forth on Appendix I the address of each Nominee and such other information regarding each Nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the Nominee been nominated, or intended to be nominated, by the Board, and (v) has attached hereto the consent of each of the Nominees to be named in a proxy statement and to serve as a director if so elected as Exhibits A-D, and such consents are incorporated herein by reference.  In addition, Defiante has determined, based on information provided to it by each Nominee, that each Nominee satisfies the director independence requirements of the Nasdaq Stock Market.

 

Furthermore, each of the nominees has provided, under separate cover on the date hereof, a directors’ and officers’ questionnaire containing information regarding the Nominees, and each Nominee will timely complete any such additional directors’ and officers’ questionnaire as reasonably requested by the Company.

 

Arrangements or Understandings

 

As set forth in a Schedule 13D filed on December 16, 2008, with the U.S. Securities and Exchange Commission by Defiante, Paolo Cavazza, Claudio Cavazza, Sigma-Tau Finanziaria S.p.A. (“Sigma-Tau”), Aptafin S.p.A. (“Aptafin”) and Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA (“Chaumiere”) (each of Chaumiere, Aptafin, Defiante, Sigma-Tau, Claudio Cavazza and Paolo Cavazza, a  “Sigma-Tau Party” and, collectively, the “Sigma-Tau Parties”), Paolo Cavazza directly and indirectly owns 38% of Sigma-Tau. Claudio Cavazza directly and indirectly owns 57% of Sigma-Tau. Defiante is 58% directly owned by Sigma-Tau and 42% directly owned by Sigma-Tau’s wholly-owned subsidiary Sigma Tau International S.A. Aptafin is 100% directly and indirectly owned by Paolo Cavazza. Chaumiere is 100% indirectly owned by Aptafin through its wholly-owned subsidiary SINAF S.A.  The Sigma-Tau Parties originally acquired the 9,853,261 shares of the Company’s common stock to make an equity investment in the Company.  The Sigma-Tau Parties were considering the possibility of increasing their equity investment in the Company if arrangements for such an increase could be made with the approval of the Board. On December 11, 2008 representatives of the Sigma-Tau Parties met with representatives of the Company to discuss steps the Company might take to increase shareholder value. The representatives of the Sigma-Tau Parties also presented the possibility of the Sigma-Tau Parties making an additional equity investment in the Company in cooperation with the Board and having designees of the Sigma-Tau Parties added to the Board. No agreement or understanding was reached regarding either of these matters.  Thereafter the Sigma-Tau Parties decided to propose the Nominees and jointly agreed to have Defiante, as the Sigma-Tau Party with the greatest number of shares of Company common stock held of record, nominate the Nominees.

 

Each of the Nominees other than Dr. Mantovani has current business relationships with one or more of the Sigma-Tau Parties.  Dr. Camerini is an employee of Sigma-Tau

 

2



 

Industrie Farmaceutiche Riunite S.p.A., a wholly-owned subsidiary of Sigma-Tau.  Dr. Jones is a Director and consultant of Sigma-Tau.  Mr. Lapointe is the Chief Executive Officer of Sigma-Tau Pharmaceuticals, Inc., a wholly-owned indirect subsidiary of Sigma-Tau.

 

The information included herein represents the best knowledge of Defiante as of the date hereof.  Defiante reserves the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company, although Defiante does not commit to update any information which may change from and after the date hereof.

 

If this notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of the Nominees at the annual meeting, or if any individual Nominee shall be unable to serve for any reason, this notice shall continue to be effective with respect to any replacement nominee who Defiante may select.

 

Defiante reserves the right to give further notice of additional nominations or business to be conducted at the annual meeting or any other meeting of the Company’s stockholders.

 

Lastly, Defiante hereby requests written notification from the Company of the following no later than Friday, January 2, 2009:

 

·                  Confirmation that the size of the Board is currently fixed at a total of 7 directorships, and that there are currently no vacancies on the Board;

 

·                  Confirmation that the Bylaws have not been amended since December 17, 2007; and

 

·                  Either confirmation that this letter complies with the notice requirements of Section 2.15 of the Bylaws respecting advance notice of nominations of directors by record stockholders or identification of any alleged defects in this letter that lead the Company to conclude that such notification requirements have not been complied with.

 

Please direct any questions regarding the information contained in this notice to Howard Shecter, Esq., Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue, New York, NY 10103, (212) 506-5155 (Telephone), (212) 506-5151 (Facsimile).

 

3



 

IN WITNESS WHEREOF, the undersigned has caused this notice to be duly executed on the date first above written.

 

 

DEFIANTE FARMACEUTICA S.A.

 

 

 

 

 

By:

/s/ Raffaele Sanguigni

 

Name: Raffaele Sanguigni

 

Title: President

 

 

 

 

cc:

Friedhelm Blobel, Company Chief Executive Officer

 

Eric J. Hoechstetter, Company Director of Legal Affairs

 

Howard Clowes, Esq.

 

Edward Batts, Esq.

 

Stefano Marino

 



 

ANNEX I

 

Roberto Camerini, age 46, joined Sigma-Tau Industrie Farmaceutiche Riunite S.p.A. in April 2000 and is Head of Clinical Research II - Worldwide Drug Development.  Dr. Camerini holds a degree in Medicine from the University of Rome “La Sapienza” and is certified as a Specialist in Liver and Metabolic Diseases.  Dr. Camerini’s business address is c/o Sigma-Tau Industrie Farmaceutiche Riunite S.p.A., Via Pontina Km. 30,400 – 00040 Pomezia (Rome), Italy.

 

Trevor Mervyn Jones, age 66, holds a B Pharm degree in Medicine and a PhD in Pharmaceutics from London University.   Dr. Jones has served as a consultant to Sigma-Tau Pharmaceuticals, Inc. and Sigma-Tau Finanziaria S.p.A. since 2007.  Dr. Jones has served as Chairman of Synexus Ltd., People in Health Ltd., ReNeuron plc and BAC bv.  He has also served as a Director of Allergan Inc., Sigma-Tau Finanziaria S.p.A., NextPharma Technologies Ltd., Verona Pharma plc, Merlin Fund I LP, Merlin Fund II LP and Kinetique Ltd.  Dr. Jones has received honorary degrees from Athens University, Strathclyde University, Nottingham University, Bath University and Bradford University.  Dr. Jones’s business address is Woodhyrst House, 18 Friths Drive, Reigate, Surrey, UK RH20DS.

 

Gregg Lapointe, age 50, joined Sigma-Tau Pharmaceuticals, Inc. in September 2001 as Vice President of Finance.  In August 2002, he became Vice President of Operations, in November 2003, he was appointed Chief Operating Officer and in April 2008, he was elected Chief Executive Officer.  Mr. Lapointe holds a BA in Commerce from Concordia University in Montreal, Canada, a graduate diploma in Accountancy from McGill University in Montreal, Canada, and an MBA from Duke University—The Fuqua School of Business in Durham, North Carolina.  He also holds accounting certifications in the United States and Canada.  Mr. Lapointe has served as a Director of Questcor Pharmaceuticals, Inc. and the Pharmaceutical Research and Manufacturers of America (PhRMA).  Mr. Lapointe’s business address is c/o Sigma-Tau Pharmaceuticals, Inc., 9841 Washingtonian Blvd., Suite 500, Gaithersburg, MD 20878.

 

Alberto Mantovani, age 60, is a Full Professor of General Pathology at the University of Milan, where he joined the faculty in 2001.  Dr. Mantovani has also served as Scientific Director of the Istituto Clinico Humanitas and President of the Fondazione Humanitas per la Ricerca since 2005.  Dr. Mantovani received an MD degree from the University of Milan in 1973 and is certified as a Specialist in Oncology.  Dr. Mantovani’s business address is c/o Istituto Clinico Humanitas, Via Manzoni 56, 20089 Rozzano, Milano, Italy.

 



 

Exhibit A

 

CONSENT TO SERVE AS DIRECTOR

AND BE NAMED IN PROXY STATEMENT

 

I, Roberto Camerini, do hereby consent to serve as a Director of SciClone Pharmaceuticals, Inc., a Delaware corporation, if nominated and elected to serve, and to be named in any required proxy statement.

 

 

 

 

/s/ Roberto Camerini

 

 

Roberto Camerini

 



 

Exhibit B

 

CONSENT TO SERVE AS DIRECTOR

AND BE NAMED IN PROXY STATEMENT

 

I, Trevor Mervyn Jones, do hereby consent to serve as a Director of SciClone Pharmaceuticals, Inc., a Delaware corporation, if nominated and elected to serve, and to be named in any required proxy statement.

 

 

 

/s/ Trevor Mervyn Jones

 

Trevor Mervyn Jones

 



 

Exhibit C

 

CONSENT TO SERVE AS DIRECTOR

AND BE NAMED IN PROXY STATEMENT

 

I, Gregg Lapointe, do hereby consent to serve as a Director of SciClone Pharmaceuticals, Inc., a Delaware corporation, if nominated and elected to serve, and to be named in any required proxy statement.

 

 

 

/s/ Gregg Lapointe

 

Gregg Lapointe

 



 

Exhibit D

 

CONSENT TO SERVE AS DIRECTOR

AND BE NAMED IN PROXY STATEMENT

 

I, Alberto Mantovani, do hereby consent to serve as a Director of SciClone Pharmaceuticals, Inc., a Delaware corporation, if nominated and elected to serve, and to be named in any required proxy statement.

 

 

 

/s/ Alberto Mantovani

 

Alberto Mantovani

 


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