-----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, P85drmtu4R3Foj0mR1UpbR+9w+3P5EB7yvzY52zh53/swvi6CbGSqwzKOjEDCtg2 eQfEUZQC32A+LgzBVy3ACg== 0001104659-09-021767.txt : 20090331 0001104659-09-021767.hdr.sgml : 20090331 20090331162645 ACCESSION NUMBER: 0001104659-09-021767 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090331 DATE AS OF CHANGE: 20090331 GROUP MEMBERS: APTAFIN S.P.A. GROUP MEMBERS: CHAUMIERE-CONSULTADORIA E SERVICOS, SOCIEDADE INIPESSOAL,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: 09719330 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 a09-9074_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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)

March 30, 2009

(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.

(Page 1 of 15 Pages)

* 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 March 9, 2009, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the U.S. Securities and Exchange Commission on March 13, 2009).

	14	Type of Reporting Person: IN

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 March 9, 2009, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the U.S. Securities and Exchange Commission on March 13, 2009).

	14	Type of Reporting Person: IN

CUSIP No. 80862K104

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

	16	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	17	SEC Use Only

	18	Source of Funds: AF

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

	20	Citizenship or Place of Organization: Italy

Number of Shares Beneficially Owned by Each Reporting Person With			21	Sole Voting Power: 0

			22	Shared Voting Power: 9,853,261

			23	Sole Dispositive Power: 0

			24	Shared Dispositive Power: 9,853,261

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

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

	27	Percent of Class Represented by Amount in Row 11: 21.3% (based on 46,219,562 shares of Common Stock outstanding as of March 9, 2009, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the U.S. Securities and Exchange Commission on March 13, 2009).

	28	Type of Reporting Person: CO

CUSIP No. 80862K104

	29	Name of Reporting Person: Defiante Farmaceutica S.A.

	30	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	31	SEC Use Only

	32	Source of Funds: WC, AF

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

	34	Citizenship or Place of Organization: Portugal

Number of Shares Beneficially Owned by Each Reporting Person With			35	Sole Voting Power: 0

			36	Shared Voting Power: 9,853,261

			37	Sole Dispositive Power: 0

			38	Shared Dispositive Power: 9,853,261

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

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

	41	Percent of Class Represented by Amount in Row 11: 21.3% (based on 46,219,562 shares of Common Stock outstanding as of March 9, 2009, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the U.S. Securities and Exchange Commission on March 13, 2009).

	42	Type of Reporting Person: CO

CUSIP No. 80862K104

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

	44	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	45	SEC Use Only

	46	Source of Funds: WC, AF

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

	48	Citizenship or Place of Organization: Italy

Number of Shares Beneficially Owned by Each Reporting Person With			49	Sole Voting Power: 0

			50	Shared Voting Power: 9,853,261

			51	Sole Dispositive Power: 0

			52	Shared Dispositive Power: 9,853,261

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

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

	55	Percent of Class Represented by Amount in Row 11: 21.3% (based on 46,219,562 shares of Common Stock outstanding as of March 9, 2009, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the U.S. Securities and Exchange Commission on March 13, 2009).

	56	Type of Reporting Person: CO

CUSIP No. 80862K104

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

	58	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	59	SEC Use Only

	60	Source of Funds: WC, AF

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

	62	Citizenship or Place of Organization: Portugal

Number of Shares Beneficially Owned by Each Reporting Person With			63	Sole Voting Power: 0

			64	Shared Voting Power: 9,853,261

			65	Sole Dispositive Power: 0

			66	Shared Dispositive Power: 9,853,261

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

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

	69	Percent of Class Represented by Amount in Row 11: 21.3% (based on 46,219,562 shares of Common Stock outstanding as of March 9, 2009, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the U.S. Securities and Exchange Commission on March 13, 2009).

	70	Type of Reporting Person: CO

CUSIP No. 80862K104

This Amendment No. 2 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”), as amended by Amendment No. 1 filed on January 2, 2009 by the Reporting Persons.

Item 4. Purpose of Transaction.

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

On March 30, 2009, the Reporting Persons and the Issuer entered into a certain settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Issuer has taken the following actions: (i) increased the size of its Board of Directors (the “Board”) from seven (7) to ten (10) members; (ii) appointed Professor Trevor Jones, Mr. Gregg Lapointe and Dr. Roberto Camerini (the “Sigma-Tau Directors”) to fill the vacancies on the Board; (iii) added the Sigma-Tau Directors to the committees of the Board as set forth in the Settlement Agreement; and (iv) adopted an exemption to the Rights Agreement dated as of December 19, 2006 between the Issuer and Mellon Investor Services LLC to permit the Sigma-Tau Directors to receive the equity compensation awards customarily offered to all non-employee directors of the Issuer.

The Issuer also agreed that the Board and all applicable committees of the Board will nominate no more than eight (8) members for election to the Board at the 2009 Annual Meeting and will take all actions necessary to (i) reduce the size of the Board to eight (8) members effective at the 2009 Annual Meeting; (ii) nominate the Sigma-Tau Directors, together with Dean S. Woodman, Friedhelm Blobel, John S. Saxe, Ira D. Lawrence and Richard J. Hawkins (collectively, the “Incumbent Directors”), for election to the Board at the 2009 Annual Meeting, with terms expiring at the Issuer’s 2010 annual stockholder meeting (the “2010 Annual Meeting”); (iii) recommend, and reflect such recommendation in the Issuer’s definitive proxy statement in connection with the 2009 Annual Meeting, that the stockholders of the Issuer vote to elect the Sigma-Tau Directors at the 2009 Annual Meeting; and (iv) solicit and use its reasonable best efforts to obtain proxies in favor of the election of the Sigma-Tau Directors at the 2009 Annual Meeting, in the same manner as for the Incumbent Directors. The Issuer also agreed to hold the 2009 Annual Meeting no later than June 15, 2009 and the 2010 Annual Meeting during the second week of June 2010, subject only to those reasonable delays, if any, which are necessitated by the selection by the Reporting Persons of any replacement directors (as described below).

Additionally, the Issuer agreed that, while any of the Sigma-Tau Directors remains in office, if a Sigma-Tau Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Reporting Persons will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and approval by the Issuer’s Nominating and Corporate Governance Committee (the “Nominating Committee”) in good faith.

CUSIP No. 80862K104

Further, the Issuer agreed that, following the 2009 Annual Meeting and prior to the 2010 Annual Meeting, it will not (i) increase the size of the Board to more than eight (8) directors; (ii) increase the size of any committees of the Board; or (iii) take any other action to materially limit or restrict the rights of or time allotted to its stockholders to nominate persons for election to the Board. In addition, the Issuer agreed that any current director of the Issuer who does not continue as a director following the 2009 Annual Meeting will not, without the prior consent of the Reporting Persons, be invited to the Board meetings of the Issuer or be compensated in any way for services as an advisory Board member or otherwise.

Pursuant to the Settlement Agreement, the Reporting Persons have withdrawn the formal notice and nomination delivered to the Issuer on December 31, 2008. The Reporting Persons also agreed (i) to vote all of the Common Stock beneficially owned by them for each of the Incumbent Directors and Sigma-Tau Directors and (ii) not to submit any additional proposals or nominations for election to the Board at the 2009 Annual Meeting.

Except as otherwise permitted by the Settlement Agreement, the Reporting Persons agreed not to, and to cause their affiliates and associates under their control or direction not to, for a period ending December 31, 2009: (i) solicit proxies or consents to vote any securities of the Issuer or become a participant in any contested solicitation for the election of directors with respect to the Issuer; (ii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Common Stock or other securities of the Issuer; (iii) form, join or in any way participate in any 13(d) group with respect to the Common Stock (other than a group comprised solely of the Reporting Persons); (iv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than solely among the Reporting Persons; or (v) discuss publicly the circumstances surrounding the negotiation and execution of the Settlement Agreement. In addition, except as otherwise permitted by the Settlement Agreement, the Reporting Persons agreed not to, and to cause their affiliates and associates under their control or direction not to, for a period ending one year from the execution of the Settlement Agreement, (i) seek, alone or in concert with others, (a) to call a special meeting of the Issuer’s stockholders, or (b) the removal of any member of the Board; or (ii) publicly disclose any request to amend, waive or terminate any provision of the Settlement Agreement.

Notwithstanding the foregoing, the Reporting Persons, and any affiliate or associate of a Reporting Person, will be entitled to: (i) except as set forth above, vote their shares of Common Stock in favor of the election of the Sigma-Tau Directors at the 2009 Annual Meeting and otherwise vote as the Reporting Persons determine in their sole discretion; (ii) disclose how they intend to vote or act with respect to any securities of the Issuer, any stockholder proposal or other matter to be voted on by the stockholders of the Issuer and the reasons therefor; (iii) announce their opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer or other business combination involving the Issuer; (iv) except as set forth above, vote their shares of Common Stock in their discretion on any matter submitted to a vote of the stockholders of the Issuer; (v) propose a slate of nominees for election as directors and/or one or more proposal(s) for consideration or approval by stockholders at the 2010 Annual Meeting in order to comply with the advance notice provisions or other requirements of the Issuer’s Certificate of Incorporation or Bylaws, as amended; (vi) in the event a special meeting is called by a stockholder of the Issuer with respect to the removal of directors, (a) vote all their shares of

CUSIP No. 80862K104

Common Stock in favor of the Sigma-Tau Directors and (b) solicit proxies to vote against the removal of the Sigma-Tau Directors; and (vii) make any public announcement with respect to, and offer to effect, seek or propose a merger, acquisition, disposition or other business combination involving the Issuer.

The Settlement Agreement will terminate on the earlier of the following: (i) the 2010 Annual Meeting; (ii) at the option of the Issuer, upon a material breach by the Reporting Persons of any obligation thereunder which has not been cured within 14 days after the Reporting Persons receive notice of such breach from the Issuer; (iii) at the option of the Reporting Persons, upon a material breach by the Issuer of any obligation thereunder which has not been cured within 14 days after the Issuer receives notice of such breach from the Reporting Persons; (iv) at the option of the Reporting Persons, in the event the Board approves a material deviation from the Issuer’s anticipated research and development expenditure plans for 2009 and 2010 as previously provided in writing to the Reporting Persons; or (v) at any time, upon the written consent of all of the parties to the Settlement Agreement.

The foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreement. A copy of the Settlement Agreement is filed as Exhibit 13 hereto and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, the Issuer issued a press release on March 31, 2009 announcing the execution of the Settlement Agreement and describing its material terms.

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.

Consistent with the Settlement Agreement, 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 5. Interest in Securities of the Company.

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a), (b) As of the close of business on March 9, 2009, the Reporting Persons beneficially own an aggregate of 9,853,261 shares of Common Stock of the Issuer, representing 21.3% of the Common Stock outstanding. Because they may be considered a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, the Reporting Persons may be deemed to beneficially own (i) the 822,815 shares directly owned

CUSIP No. 80862K104

by Paolo Cavazza, (ii) the 394,615 shares directly owned by Claudio Cavazza, (iii) the 6,580,938 shares directly owned by Defiante, (iv) the 765,841 shares directly owned by Aptafin and (v) the 1,289,052 shares directly owned by Chaumiere. References to beneficial ownership are made herein solely with respect to U.S. securities laws.

Percentage interest calculations for the Reporting Persons are based upon the Issuer having 46,219,562 shares of Common Stock outstanding as of March 9, 2009, as reported by the Issuer in the Issuer’s Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on March 13, 2009.

References to voting power and dispositive power are made herein solely with respect to U.S. securities laws.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Paolo Cavazza may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Paolo Cavazza has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Paolo Cavazza shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Paolo Cavazza has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Paolo Cavazza shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Claudio Cavazza may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Claudio Cavazza has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Claudio Cavazza shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Claudio Cavazza has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Claudio Cavazza shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Sigma-Tau may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Sigma-Tau has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Sigma-Tau shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Sigma-Tau has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Sigma-Tau shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Defiante may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Defiante has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Defiante shares

CUSIP No. 80862K104

the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Defiante has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Defiante shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Aptafin may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Aptafin has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Aptafin shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Aptafin has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Aptafin shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Chaumiere may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Chaumiere has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Chaumiere shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Chaumiere has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Chaumiere shares the power to dispose or to direct the disposition is 9,853,261.

To the best knowledge of the Reporting Persons, none of the executive officers or directors listed on Schedule A hereto, except for those who are Reporting Persons, own any Common Stock directly. By virtue of their position as executive officers or directors of Sigma-Tau, Defiante, Aptafin or Chaumiere, the persons listed on Schedule A may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock beneficially owned by Reporting Persons. The persons listed on Schedule A, except for those who are Reporting Persons, disclaim beneficial ownership of the Common Stock beneficially owned by Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On March 30, 2009, the Issuer and the Reporting Persons entered into the Settlement Agreement, as discussed in further detail in Item 4. As required by the Settlement Agreement, the board of directors of the Issuer adopted an exemption to the Rights Agreement dated as of December 19, 2006 between the Issuer and Mellon Investor Services LLC to permit the Sigma-Tau Directors to receive the equity compensation awards customarily offered to all non-employee directors of the Issuer.

CUSIP No. 80862K104

Item 7.	Material to be filed as Exhibits.

Exhibit 13	Settlement Agreement, dated March 30, 2009, by and among the Reporting Persons and the Issuer

[Signature pages to follow]

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.

March 31, 2009

	PAOLO CAVAZZA


	By:	/s/ Maurizio Terenzi
		Name: Maurizio Terenzi
		Title: Attorney-in-fact


	CLAUDIO CAVAZZA


	By:	/s/ Maurizio Terenzi
		Name: Maurizio Terenzi
		Title: Attorney-in-fact


	SIGMA-TAU FINANZIARIA S.P.A.


	By:	/s/ Maurizio Terenzi
		Name: Maurizio Terenzi
		Title: Attorney-in-fact


	DEFIANTE FARMACEUTICA S.A.


	By:	/s/ Maurizio Terenzi
		Name: Maurizio Terenzi
		Title: Attorney-in-fact

CUSIP No. 80862K104

APTAFIN S.P.A.


By:	/s/ Maurizio Terenzi
	Name:	Maurizio Terenzi
	Title:	Attorney-in-fact and Managing Director


CHAUMIERE-CONSULTADORIA E SERVICOS, SOCIEDADE UNIPESSOAL, LDA



By:	/s/ Maurizio Terenzi
	Name: Maurizio Terenzi
	Title: Attorney-in-fact

EX-13 2 a09-9074_1ex13.htm EX-13

Exhibit 13

AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of March 30, 2009, is made by and between SciClone Pharmaceuticals, Inc., a Delaware corporation (“SciClone” or the “Company”), and the entities and natural persons listed on Schedule A hereto (collectively, the “Sigma-Tau Group”) (each of the Company and the Sigma-Tau Group, a “Party” to this Agreement, and collectively, the “Parties”).

WHEREAS, as per the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2008 by the Sigma-Tau Group under the Securities Exchange Act of 1934 (the “Exchange Act”), the Sigma-Tau Group may be deemed to beneficially own shares of common stock of SciClone (the “Common Stock”) totaling, in the aggregate, 9,853,261 shares, or approximately 21.3% of the Common Stock issued and outstanding on the date hereof; and

WHEREAS, SciClone and the Sigma-Tau Group have agreed that it is in their mutual interests to enter into this Agreement.

NOW, THEREFORE, in consideration of the promises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the Parties mutually agree as follows:

1. Representations and Warranties of the Sigma-Tau Group. Each entity and natural person of the Sigma-Tau Group represents and warrants to SciClone that (a) this Agreement has been duly authorized, executed and delivered by such entity or natural person, and is a valid and binding obligation, enforceable severally against such entity or natural person, as the case may be, in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the relevant signatory entity of the Sigma-Tau Group as currently in effect; (c) as of the date of this Agreement, the Sigma-Tau Group may be deemed to beneficially own in the aggregate 9,853,261 shares of Common Stock; and (d) the New Appointees (as defined below) have advised the Sigma-Tau Group of their willingness to (1) serve as directors of SciClone if so elected and (2) provide any information about themselves as SciClone reasonably requests in order to comply with its obligations under the federal securities laws.

2. Representations and Warranties of SciClone. SciClone hereby represents and warrants to the Sigma-Tau Group that (a) this Agreement has been duly authorized, executed and delivered by SciClone, and is a valid and binding obligation of SciClone, enforceable against SciClone in accordance with its terms, including enforceability in respect of any violation by its directors, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or

similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not (1) conflict with, result in a breach or violation of, constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, result in the loss of a material benefit or give any right of termination, amendment, acceleration or cancellation under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of SciClone or any of its subsidiaries pursuant to any law, any order of any court or other agency of government, SciClone’s Amended and Restated Certificate of Incorporation (as amended July 16, 2003) (the “Restated Certificate”), SciClone’s Amended and Restated Bylaws (as amended December 17, 2007) (the “Bylaws”), or the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which SciClone is a party or bound or to which its property or assets is subject or (2) trigger any “change of control” provisions in any agreement to which SciClone is a party; and (c) no consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit SciClone to perform its obligations under this Agreement, except for such as have been obtained.

3. Directorships.

(a) Prior to the time that SciClone mails its definitive proxy statement for its 2009 annual stockholder meeting (the “2009 Annual Meeting”), but in any event no later than March 31, 2009, SciClone’s board of directors (the “Board”) and all applicable committees of the Board shall take all necessary actions to (i) increase the size of the Board from seven (7) to ten (10) members and (ii) appoint Trevor Jones, Gregg Lapointe and Roberto Camerini (the “New Appointees”) to fill the vacancies on the Board created by increasing its size to ten (10) members.

(b) SciClone agrees that the Board and all applicable committees of the Board will nominate no more than eight (8) members for election to SciClone’s Board at the 2009 Annual Meeting. SciClone further agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to reduce the size of the Board to eight (8) members effective at the 2009 Annual Meeting.

(c) SciClone agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to:

(i) nominate the New Appointees, or any replacement director appointed pursuant to Section 3(d) below, as applicable (the “Replacement Appointees,” and together with the remaining New Appointees, the “Sigma-Tau Directors”), for election to SciClone’s Board at the 2009 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Sigma-Tau Group will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and approval by the Nominating and Corporate Governance Committee of the Board or any successor committee (the “Nominating Committee”) in good faith, which approval shall not be unreasonably withheld, with terms expiring at SciClone’s 2010 annual stockholder meeting (the “2010 Annual Meeting”);

(ii) in addition to the Sigma-Tau Directors, nominate the following current members of the Board for election to SciClone’s Board at the 2009 Annual Meeting (other than in the case of such person’s refusal or inability to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case SciClone will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and approval by the Sigma-Tau Group in good faith, which approval shall not be unreasonably withheld, with terms expiring at the 2010 Annual Meeting: Dean S. Woodman, Friedhelm Blobel, Jon S. Saxe, Ira D. Lawrence and Richard J. Hawkins (collectively, the “Incumbent Directors”);

(iii) recommend, and reflect such recommendation in SciClone’s definitive proxy statement in connection with the 2009 Annual Meeting, that the stockholders of SciClone vote to elect the Sigma-Tau Directors as directors of SciClone at the 2009 Annual Meeting;

(iv) solicit and use its reasonable best efforts to obtain proxies in favor of the election of the Sigma-Tau Directors at the 2009 Annual Meeting, in the same manner as for the Incumbent Directors;

(v) ensure that the following Sigma-Tau Directors will be nominated to serve on the committees of the Board identified below (or any successor committees):

(1) Compensation Committee: Trevor Jones

(2) Nominating and Corporate Governance Committee: Trevor Jones

(3) Business Development Committee: Gregg Lapointe

(4) Scientific Review Committee, which will be created promptly following the execution of this Agreement: Roberto Camerini; and

(vi) approve, in accordance with the Rights Agreement dated as of December 19, 2006 between SciClone and Mellon Investor Services LLC (the “Rights Agreement”), an increase in the number of shares of SciClone’s Common Stock beneficially owned by Sigma-Tau, together with all its Affiliates and Associates (each as defined in the Rights Agreement) to permit the Sigma-Tau Directors to receive the equity compensation awards customarily offered to all independent directors of SciClone.

(d) SciClone agrees that, while any of the Sigma-Tau Directors remains in office, if a Sigma-Tau Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Sigma-Tau Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and approval by the Nominating Committee in good faith. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Sigma-Tau Group and will make an acceptance determination no later than ten (10) days after receiving notice from the Sigma-Tau Group of its designation of a replacement director. In the event the Nominating Committee does not accept a replacement director recommended by the Sigma-Tau Group, the Nominating Committee must promptly notify the Sigma-Tau Group of the reasons for such failure to accept, and the Sigma-Tau Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director.

(e) Each of the Sigma-Tau Directors, upon election to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to the non-employee directors of SciClone.

(f) SciClone agrees that it shall hold the 2009 Annual Meeting no later than June 15, 2009, and the 2010 Annual Meeting during the second week of June 2010, subject only to those reasonable delays, if any, which are necessitated by the selection by the Sigma-Tau Group of any Replacement Appointees.

(g) Except as provided in Section 3(a) above, SciClone agrees that prior to the 2010 Annual Meeting, the Board and all applicable committees of the Board shall not (i) increase the size of the Board to more than eight (8) directors; (ii) increase the size of any committees of the Board; or (iii) take any other action to materially limit or restrict the rights of or time allotted to its stockholders to nominate persons for election to the Board (including but not limited to by amending the Restated Certificate or Bylaws).

(h) Any current SciClone director who does not continue as a director following the 2009 Annual Meeting will not, without the prior consent of the Sigma-Tau Group, be invited to SciClone Board meetings or be compensated in any way for service as an advisory Board member or otherwise.

4. Standstill Restrictions.

(a) Subject to applicable law, including Section 13(d) and (g) of the Exchange Act, except as permitted pursuant to the terms of this Agreement, beginning on the date hereof and for a period ending December 31, 2009, the Sigma-Tau Group shall not, and shall cause its Affiliates and Associates (as defined below) under its control or direction not to, in any manner, directly or indirectly:

(i) solicit (as such term is used in the proxy rules of the SEC) proxies or consents to vote any securities of SciClone, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote any shares of Common Stock with respect to any matter, or become a “participant” in any “contested solicitation” for the election of directors with respect to SciClone (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of SciClone’s nominees consistent with this Agreement;

(ii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock or other securities issued by SciClone;

(iii) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Sigma-Tau Group);

(iv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Sigma-Tau Group;

(v) discuss publicly the circumstances surrounding the negotiation and execution of this Agreement.

(b) Subject to applicable law, except as permitted pursuant to the terms of this Agreement, and provided that SciClone and its Board fully comply with their respective obligations hereunder, beginning on the date hereof and for a period of one (1) year, the Sigma-Tau Group shall not, and shall cause its Affiliates and Associates (as defined below) under its control or direction not to, in any manner, directly or indirectly:

(i) seek, alone or in concert with others, (1) to call a special meeting of SciClone stockholders, or (2) the removal of any member of the Board; or

(ii) publicly disclose any request to amend, waive or terminate any provision of this Agreement.

(c) Notwithstanding anything contained herein to the contrary, any member of the Sigma-Tau Group, and any Affiliate or Associate of any such member, shall be entitled to:

(i) subject to Section 5, vote its shares in favor of the election of the Sigma-Tau Directors at the 2009 Annual Meeting and on any other proposal duly brought before the 2009 Annual Meeting, or otherwise vote as the Sigma-Tau Group determines in their sole discretion;

(ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company and the reasons therefor;

(iii) announce its opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all of the assets of SciClone or other business combination involving SciClone;

(iv) subject to Section 5, vote its shares of Common Stock in its discretion on any matter submitted to a vote of the stockholders of the Company;

(v) propose a slate of nominees for election as directors and/or one or more proposal(s) for consideration or approval by stockholders at the 2010 Annual Meeting in order to comply with the advance notice provisions or other requirements of the Restated Certificate or the Bylaws;

(vi) in the event a special meeting is called by a stockholder of SciClone with respect to the removal of directors, (A) vote all the shares of Common Stock held by the Sigma-Tau Group in favor of the Sigma-Tau Directors and (B) solicit proxies to vote against the removal of the Sigma-Tau Directors; and

(vii) make any public announcement with respect to, and offer to effect, seek or propose (with or without conditions) a merger, acquisition, disposition or other business combination involving SciClone.

(d) Notwithstanding anything contained herein to the contrary, the Sigma-Tau Directors shall be entitled to exercise their rights as members of the Board while serving as members of the Board.

(e) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

5. Actions by the Sigma-Tau Group.

(a) At the 2009 Annual Meeting, the Sigma-Tau Group shall vote all of the shares of Common Stock beneficially owned by it for (i) each of the Incumbent Directors and the Sigma-Tau Directors and (ii) the ratification of the appointment of SciClone’s independent auditors.

(b) Upon execution of this Agreement by the Parties, the Sigma-Tau Group shall withdraw the formal notice and nomination delivered to SciClone on December 31, 2008 and attached as Exhibit 12 to the Schedule 13D filed with the SEC on January 2, 2009 by the Sigma-Tau Group, and shall not submit any additional proposals or nominations for election to the Board at the 2009 Annual Meeting.

6. Termination. This Agreement shall terminate and the obligations of the Parties under this Agreement shall cease on the earlier of the following (the “Termination Date”):

(a) the 2010 Annual Meeting;

(b) at the option of SciClone, upon a material breach by the Sigma-Tau Group of any obligation hereunder which has not been cured within 14 days after the Sigma-Tau Group receives notice of such breach from SciClone;

(c) at the option of the Sigma-Tau Group, upon a material breach by SciClone of any obligation hereunder which has not been cured within 14 days after SciClone receives notice of such breach from the Sigma-Tau Group;

(d) at the option of the Sigma-Tau Group, in the event the Board approves a material deviation from SciClone’s anticipated research and development expenditure plans for 2009 and 2010 as previously provided in writing to the Sigma-Tau Group; or

(e) at any time, upon the written consent of all of the Parties.

7. Public Announcement.

(a) SciClone shall promptly disclose the existence of this Agreement after its execution pursuant to a press release that is mutually acceptable to the Parties, including a description of the material terms of this Agreement. Subject to applicable law, none of the Parties shall disclose the existence of this Agreement until the press release is issued.

(b) The Sigma-Tau Group shall promptly prepare and file an amendment to its Schedule 13D (the “Schedule 13D Amendment”) with respect to SciClone filed with the SEC on December 16, 2008, as subsequently amended, reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with both the press release described above in Section 7(a) and the terms of this Agreement. The Sigma-Tau Group shall provide SciClone with reasonable opportunity to review and comment on the Schedule 13D Amendment prior to the filing, and shall consider in good faith any changes proposed by SciClone.

(c) SciClone shall promptly file a current report on Form 8-K (the “Form 8-K”) with the SEC, reporting the entry into this Agreement. The Form 8-K shall be consistent with both the press release described above in Section 7(a) and the terms of this Agreement. SciClone shall provide the Sigma-Tau Group with reasonable opportunity to review and comment on the Form 8-K prior to the filing, and shall consider in good faith any changes proposed by the Sigma-Tau Group.

8. Remedies.

(a) Each of the Parties acknowledges and agrees that a breach or threatened breach by any Party may give rise to irreparable injury inadequately compensable in damages, and accordingly each Party shall be entitled to injunctive relief to prevent a breach of the provisions hereof and to enforce specifically the terms and provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved Party may be entitled to at law or in equity.

(b) In the event a Party institutes any legal action to enforce such Party’s rights under, or recover damages for, breach of this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all costs and expenses, including but not limited to reasonable attorneys’ fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties.

9. Notices. Any notice or other communication required or permitted to be given under this Agreement will be sufficient if it is in writing, sent to the applicable address set forth below (or as otherwise specified by a Party by notice to the other Parties in accordance with this Section 9) and delivered personally or sent by recognized overnight courier, postage prepaid, and will be deemed given (a) when so delivered personally, or (b) if sent by recognized overnight courier, one day after the date of sending. A copy of any such notice or other communication shall also be sent by electronic mail to the email addresses separately notified.

If to SciClone:

SciClone Pharmaceuticals, Inc.
950 Tower Lane
Foster City, CA 94404
Attention:	Friedhelm Blobel
Telephone:	(650) 358-3456
Facsimile:	(650) 358-3469

with a copy (which shall not constitute notice to SciClone) to:

DLA Piper
2000 University Avenue
East Palo Alto, California 94303
Attention:	Henry Lesser, Esq.
Telephone:	(650) 833-2000
Facsimile:	(650) 833-2001

If to the Sigma-Tau Group:

Sigma-Tau Finanziaria, S.p.A.
Corporate Legal Department
Via Sudafrica, 20
Rome, Italy 00144
Attention:	Stefano Marino
	Fabio Amabile
Telephone:	+39 06 91393971
Facsimile:	+39 06 91393980

with a copy (which shall not constitute notice to the Sigma-Tau Group) to:

Negri-Clementi, Toffoletto, Montironi & Soci
via Agnello, 12
20121 Milano, Italy
Attention:	Pietro Maria Tantalo
Telephone:	+39 02 72551.1
Facsimile:	+39 02 72551.501

Orrick, Herrington & Sutcliffe LLP
666 Fifth Avenue
New York, New York 10103
Attention:	Howard L. Shecter, Esq.
Telephone:	(212) 506-5155
Facsimile:	(212) 506-5151

10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the Parties in connection with the subject matter hereof.

11. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

12. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

13. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to choice of law principles that would compel the application of the laws of any other jurisdiction.

14. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and the Parties agree to negotiate in good faith to adapt any such invalid, illegal or unenforceable provision, its application and/or this Agreement to the extent necessary to render this Agreement valid and enforceable in a manner that most closely and practicably respects the original intent of the Parties.

15. Successors and Assigns. This Agreement shall not be assignable by any of the Parties. This Agreement, however, shall be binding on successors of the Parties.

16. Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the Parties.

17. Further Action. Each Party agrees to execute such additional reasonable documents, and to do and perform such reasonable acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement.

[Signature page(s) to follow.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

SCICLONE PHARMACEUTICALS, INC.


By:	/s/ Friedhelm Blobel
	Name: Friedhelm Blobel
	Title: CEO and President

THE SIGMA-TAU GROUP:

SIGMA-TAU FINANZIARIA S.P.A.


By:	/s/ Ugo Di Francesco	/s/	Paolo Cavazza
Name: Ugo Di Francesco		PAOLO CAVAZZA
Title: Executive Vice President and CEO

DEFIANTE FARMACEUTICA S.A.


By:	/s/ Paulo Viegas	/s/	Claudio Cavazza
Name: Paulo Viegas		CLAUDIO CAVAZZA
Title: Director

APTAFIN S.P.A.


By:	/s/ Maurizio Terenzi
Name: Maurizio Terenzi
Title: Managing Director

CHAUMIERE-CONSULTADORIA E SERVICOS, SOCIEDADE UNIPESSOAL, LDA


By:	/s/ Joao Jose de Freitas Rodrigues
Name: Joao Jose de Freitas Rodrigues
Title: Director

Schedule A

The Sigma-Tau Group

SIGMA-TAU FINANZIARIA S.P.A.

DEFIANTE FARMACEUTICA S.A.

APTAFIN S.P.A.

CHAUMIERE-CONSULTADORIA E SERVICOS, SOCIEDADE UNIPESSOAL, LDA

PAOLO CAVAZZA

CLAUDIO CAVAZZA

-----END PRIVACY-ENHANCED MESSAGE-----