-----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, Hz6YWaYpfHSILxVi+5AkzmHuP/XrYzWtEkGoG6bgKbkhC7tfft7rmGE9NXbtUPZb CuHKNYDJYF64zIpQQRDUcw== 0001104659-10-037851.txt : 20100713 0001104659-10-037851.hdr.sgml : 20100713 20100713165543 ACCESSION NUMBER: 0001104659-10-037851 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20100713 DATE AS OF CHANGE: 20100713 GROUP MEMBERS: APTAFIN S.P.A. GROUP MEMBERS: CLAUDIO CAVAZZA GROUP MEMBERS: DEFIANTE FARMACEUTICA S.A. GROUP MEMBERS: PAOLO CAVAZZA GROUP MEMBERS: SINAF S.A. 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: 10950673 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 a10-13888_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

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:

Peter R. Sternberg, Esq.

Orrick, Herrington & Sutcliffe, LLP

51 West 52nd Street

New York, NY 10019-6142

212-506-5000

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

June 29, 2010

(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: 20.8% (based on 47,344,274 shares of Common Stock outstanding as of May 6, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed with the U.S. Securities and Exchange Commission on May 10, 2010).

	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: 20.8% (based on 47,344,274 shares of Common Stock outstanding as of May 6, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed with the U.S. Securities and Exchange Commission on May 10, 2010).

	14	Type of Reporting Person: IN

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: 20.8% (based on 47,344,274 shares of Common Stock outstanding as of May 6, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed with the U.S. Securities and Exchange Commission on May 10, 2010).

	14	Type of Reporting Person: CO

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: 20.8% (based on 47,344,274 shares of Common Stock outstanding as of May 6, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed with the U.S. Securities and Exchange Commission on May 10, 2010).

	14	Type of Reporting Person: CO

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: 20.8% (based on 47,344,274 shares of Common Stock outstanding as of May 6, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed with the U.S. Securities and Exchange Commission on May 10, 2010).

	14	Type of Reporting Person: CO

CUSIP No. 80862K104

	1	Name of Reporting Person: Sinaf 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: OO

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

	6	Citizenship or Place of Organization: Luxembourg

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: 20.8% (based on 47,344,274 shares of Common Stock outstanding as of May 6, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed with the U.S. Securities and Exchange Commission on May 10, 2010).

	14	Type of Reporting Person: CO

CUSIP No. 80862K104

This Amendment No. 3 relates to 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 and Amendment No. 2 filed on March 31, 2009 by the Reporting Persons (collectively, the “Schedule 13D”).

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended to delete Chaumiere as a “Reporting Person” and to add Sinaf S.A. (“Sinaf”) as a “Reporting Person” and to add thereto the following information:

(a) This statement is filed by Sinaf and the other Reporting Persons. The Reporting Persons are filing jointly, and the amended agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 14 and incorporated herein by reference. Sinaf is 100% directly owned by Aptafin.

(b) The business address of Sinaf is 11-13, Boulevard de la Foire, L-1528 Luxembourg.

(c), (f) Sinaf is a Luxembourg corporation. The principal business of Sinaf is as a parent holding company whose principal assets consist of the common stock of various entities including, among other things, entities participating in the pharmaceutical industry. Sinaf succeeded to all of the assets and liabilities of Chaumiere as a result of a merger of Chaumiere with and into Sinaf, effective June 29, 2010, consummated pursuant to the laws of Luxembourg (the “Merger”).

The following information with respect to each executive officer and director of Sinaf is set forth in Schedule A hereto: (i) name; (ii) business address; (iii) present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted; and (iv) citizenship.

(d), (e) During the last five years, Sinaf has not, and to the best knowledge of the Reporting Persons, none of the individuals set forth in Schedule A who are executive officers or directors of Sinaf have, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

CUSIP No. 80862K104

Item 3.	Source and Amount of Funds.
Item 3 of the Schedule 13D is hereby amended to add thereto the following information: The Common Stock held by Chaumiere was transferred by operation of law to Sinaf pursuant to the Merger. The Merger did not involve payment of any consideration for the transfer of such Common Stock.

Item 5.	Interest in Securities of the Company.
Item 5 of the Schedule 13D is hereby amended to add thereto the following information: (a), (b) The Reporting Persons beneficially own an aggregate of 9,853,261 shares of Common Stock of the Issuer, representing approximately 20.8% of the Common Stock outstanding as of May 6, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed with the U.S. Securities and Exchange Commission on May 10, 2010. 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 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 Sinaf. References to beneficial ownership 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, Sinaf may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 20.8% of the Common Stock outstanding. The number of shares of Common Stock as to which Sinaf has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Sinaf shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Sinaf has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Sinaf 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 of Sinaf listed on Schedule A hereto own any Common Stock directly. By virtue of their position as executive officers or directors of Sinaf, such persons 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. Such persons listed on Schedule A, except for those who are Reporting Persons, disclaim beneficial ownership of the Common Stock beneficially owned by the Reporting Persons. (c) No transactions involving the Common Stock of the Issuer were effected during the past sixty days by Sinaf, other than the transfer of Common Stock to Sinaf as a result of the Merger. (d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock directly beneficially owned by the Reporting Persons. (e) On June 29, 2010, Chaumiere ceased to be the beneficial owner of more than five percent of Common Stock as a result of the Merger.

CUSIP No. 80862K104

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
Item 6 of the Schedule 13D is hereby amended to add the following information: The 1,289,052 shares of Common Stock directly owned by Sinaf were acquired from Chaumiere pursuant to the Merger.

Item 7.	Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
Exhibit 14	Amended Joint Filing Agreement, dated July 13, 2010, by and among the Reporting Persons
Exhibit 15	Power of Attorney, dated July 2, 2010, by Sinaf
Exhibit 16	Power of Attorney, dated February 29, 2008, by Paolo Cavazza
Exhibit 17	Power of Attorney, dated March 5, 2008, by Claudio Cavazza
Exhibit 18	Power of Attorney, dated October 30, 2009, by Sigma-Tau
Exhibit 19	Power of Attorney, dated October 30, 2009, by Defiante
Exhibit 20	Plan of Merger, dated May 20, 2010, by and between Sinaf and Chaumiere (English translation)

[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.

July 13, 2010

	PAOLO CAVAZZA


	By:	/s/ Nicola Wullschleger
		Name: Nicola Wullschleger
		Title: Attorney-in-fact


	CLAUDIO CAVAZZA


	By:	/s/ Nicola Wullschleger
		Name: Nicola Wullschleger
		Title: Attorney-in-fact


	SIGMA-TAU FINANZIARIA S.P.A.


	By:	/s/ Fabio Amabile
		Name: Fabio Amabile
		Title: Attorney-in-fact


	DEFIANTE FARMACEUTICA S.A.


	By:	/s/ Fabio Amabile
		Name: Fabio Amabile
		Title: Attorney-in-fact

CUSIP No. 80862K104

	APTAFIN S.P.A.


	By:	/s/ Antonio Nicolai
		Name: Antonio Nicolai
		Title: Attorney-in-fact


	SINAF S.A.


	By:	/s/ Nicola Wullschleger
		Name: Nicola Wullschleger
		Title: Attorney-in-fact

Schedule A

EXECUTIVE OFFICERS AND DIRECTORS

Sigma-Tau Finanziaria S.p.A

NAME	POSITION	TITLE and BUSINESS ADDRESS	CITIZENSHIP
Claudio Cavazza	President	Pharmaceutical Industry Entrepreneur via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy	Italian
Ugo Di Francesco	Vice President and Chief Executive Officer	Executive Sigma-Tau Finanziaria SpA via Sudafrica, 20, 00144 Rome, Italy	Italian
Marco Codella	Managing Director	Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy	Italian
Mauro Bove	Managing Director	Executive Sigma-Tau Finanziaria SpA via Sudafrica, 20, 00144 Rome, Italy	Italian
Stefano Marino	Managing Director	Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy	Italian
Trevor M. Jones CBA	Director	Professor Woodhyrst House 18 Friths Drive REIGATE Surrey Great Britain	British
Emilio Platè	Director	Business Consultant Sigma-Tau Finanziaria SpA Via Finocchiaro Aprile n.5, Varese (Italy)	Italian
Mario Artali	Director	Deputy Chairman Banca Popolare di Milano Piazza F. Meda 4, 20121 Milano , Italy	Italian
Enrico Cavazza	Director	Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy	Italian
Marco Cerrina Feroni	Director	Executive Intesa Sanpaolo SpA Piazza Paolo Ferrari 10 20121 Milano, Italy	Italian

Schedule A

EXECUTIVE OFFICERS AND DIRECTORS

Defiante Farmaceutica S.A.

NAME	POSITION	TITLE and BUSINESS ADDRESS	CITIZENSHIP
Massimo Mineo	Director	Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy	Italian
Raffaele Sanguigni	Director - President	Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy	Italian
Paulo Alexandre da Mota Viegas	Director	General Manager Defiante Farmaceutica SA Rua da Alfândega, n. 78 Funchal – Madeira (Portugal) 9000-059	Portuguese
Pedro Moreira da Cruz Quintas	Director	Attorney QJF Sociedade de Advogados Rua dos Ferreiros, 260 Funchal – Madeira (Portugal) 9000-082	Portuguese
Carla Emanuel Arruda Jardim Fernandes	Director	Attorney QJF Sociedade de Advogados Rua dos Ferreiros, 260 Funchal – Madeira (Portugal) 9000-082	Portuguese

Schedule A

EXECUTIVE OFFICERS AND DIRECTORS

Aptafin S.p.A.

NAME	POSITION	TITLE and BUSINESS ADDRESS	CITIZENSHIP
Cristina Cavazza	President	Journalist Via Andrea Maria Ampère 97 20131 Milano - (Italy)	Italian
Maurizio Terenzi	Managing Director	Managing Director Aptafin S.p.A. Viale Shakespeare 47 00144 Rome (Italy)	Italian
Antonio Nicolai	Director	President Sigma-Tau Pharmaceuticals, Inc. 9841 Washingtonian Blvd., Suite 500, Gaithersburg, MD 20878	Italian
Emanuela Cavazza	Vice President	Actress Viale dell’Umanesimo 178 – 00144 Rome (Italy)	Italian

Schedule A

EXECUTIVE OFFICERS AND DIRECTORS

Sinaf S.A.

NAME	POSITION	TITLE and BUSINESS ADDRESS	CITIZENSHIP
Luca Checchinato	President	Director Société Européenne de Banque 19-21, Boulevard du Prince Henri, L-1724 Luxembourg	Italian
Luca Antognoni	Director	Employee Société Européenne de Banque 19-21, Boulevard du Prince Henri, L-1724 Luxembourg	Italian
Cristobalina Moron	Director	Employee Société Européenne de Banque 19-21, Boulevard du Prince Henri, L-1724 Luxembourg	French
Sebastien Schaak	Director	Employee Société Européenne de Banque 19-21, Boulevard du Prince Henri, L-1724 Luxembourg	French
Emilio Martinenghi	Director	Business Consultant Wullschleger Martinenghi Manzini Servizi Fiduciari SA Via alla Campagna 2a, CH-6904 Lugano, Switzerland	Swiss
Antonio Nicolai	Director	President Sigma-Tau Pharmaceuticals, Inc. 9841 Washingtonian Blvd., Suite 500, Gaithersburg, MD 20878	Italian

EX-14 2 a10-13888_1ex14.htm EX-14

EXHIBIT 14

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, $0.001 par value per share, of SciClone Pharmaceuticals, Inc., and that this Agreement be included as an Exhibit to such joint filing. The undersigned acknowledge and agree that all subsequent amendments to Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained in Schedule 13D and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument.

[Signature pages to follow]

SIGNATURES

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 13th day of July, 2010.

	PAOLO CAVAZZA


	By:	/s/ Nicola Wullschleger
		Name: Nicola Wullschleger
		Title: Attorney-in-fact


	CLAUDIO CAVAZZA


	By:	/s/ Nicola Wullschleger
		Name: Nicola Wullschleger
		Title: Attorney-in-fact


	SIGMA-TAU FINANZIARIA S.P.A.


	By:	/s/ Fabio Amabile
		Name: Fabio Amabile
		Title: Attorney-in-fact


	DEFIANTE FARMACEUTICA S.A.


	By:	/s/ Fabio Amabile
		Name: Fabio Amabile
		Title: Attorney-in-fact

	APTAFIN S.P.A.


	By:	/s/ Antonio Nicolai
		Name: Antonio Nicolai
		Title: Attorney-in-fact


	SINAF S.A.


	By:	/s/ Nicola Wullschleger
		Name: Nicola Wullschleger
		Title: Attorney-in-fact

EX-15 3 a10-13888_1ex15.htm EX-15

EXHIBIT 15

POWER OF ATTORNEY

Each of the undersigned does hereby constitute and appoint each of Fabio Poma, Rocco Nava and Nicola Wullschleger, with full power of substitution, as the true and lawful attorney-in-fact and agent of the undersigned, and authorizes and designates each of the foregoing attorneys-in-fact to sign on behalf of the undersigned, and to file filings and any amendments thereto, with the Securities and Exchange Commission, made by or on behalf of the undersigned in respect of (i) the beneficial ownership of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder and (ii) the disposition of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, in accordance with Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, including the filing of any Form 144 pursuant to the Securities Act. Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of each of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act or Rule 144 of the Securities Act.

This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 2nd day of July, 2010.

SINAF S.A.


By:	/s/ Luca Checchinato
	Name: Luca Checchinato
	Title: President

By:	/s/ Luca Antognoni
	Name: Luca Antognoni
	Title: Director

EX-16 4 a10-13888_1ex16.htm EX-16

EXHIBIT 16

POWER OF ATTORNEY

This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 29th day of February, 2008.

/s/ Paolo Cavazza
Paolo Cavazza

EX-17 5 a10-13888_1ex17.htm EX-17

EXHIBIT 17

POWER OF ATTORNEY

This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 5th day of March, 2008.

/s/ Claudio Cavazza
Claudio Cavazza

EX-18 6 a10-13888_1ex18.htm EX-18

EXHIBIT 18

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint each of Stefano Marino and Fabio Amabile, with full power of substitution, as the true and lawful attorney-in-fact and agent of the undersigned, and authorizes and designates each of the foregoing attorneys-in-fact to sign on behalf of the undersigned, and to file filings and any amendments thereto, with the Securities and Exchange Commission, made by or on behalf of the undersigned in respect of (i) the beneficial ownership of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder and (ii) the disposition of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, in accordance with Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, including the filing of any Form 144 pursuant to the Securities Act. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of each of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act or Rule 144 of the Securities Act.

This Power of Attorney overrides and replaces any prior power of attorney issued for the same matter and shall remain in full force and effect until the undersigned withdraws it in writing and delivers to each of the foregoing attorneys-in-fact a copy of the withdrawal.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 30th day of October, 2009.

SIGMA TAU FINANZIARIA S.P.A.


By:	/s/ Ugo Di Francesco
	Name: Ugo Di Francesco
	Title: Vice President and CEO

EX-19 7 a10-13888_1ex19.htm EX-19

EXHIBIT 19

POWER OF ATTORNEY

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 30th day of October, 2009.

DEFIANTE FARMACEUTICA S.A.


By:	/s/ Raffaele Sanguigni
	Name: Raffaele Sanguigni
	Title: President

By:	/s/ Paulo Viegas
	Name: Paulo Viegas
	Title: CEO

EX-20 8 a10-13888_1ex20.htm EX-20

EXHIBIT 20

(TRANSLATION)

SINAF S.A.

Head office: 11-13 Boulevard de la Foire L-1528 Luxembourg

R. C. S. Luxembourg B 40.824

CHAUMIERE S.à.r.l.

Limited liability company

Head office: 19-21 Boulevard du Prince Henri L-1724 Luxembourg

R. C. S. Luxembourg B n° to be attributed

Share capital : EUR 12.500

PLAN OF MERGER	Notary DELVAUX
May 20th, 2010	N°

In the year Two Thousand Ten, the Twentieth of May.

Before Maître Jacques DELVAUX, notary residing in Luxembourg.

Appeared :

SINAF S.A., a company incorporated under the laws of Luxembourg, having its head office in Luxembourg, 11 Boulevard de la Foire, and registered with the Trade Register under section B and number 40824,

incorporated by deed of notary Camille HELLINCKX on July 9, 1992, published in Memorial C No. 363 of 1992, which articles have been amended several times, the last time by notarial deed of the undersigned notary on June 10, 2002, published in Memorial C No. 1292 of September 6, 2002,

with a capital of EUR 9,430,625 (Nine Million Four Hundred Thirty Thousand Six Hundred Twenty-five Euros), represented by 377,225 (Three Hundred Seventy-seven Thousand Two Hundred Twenty-five) shares with a par value of EUR 25 (Twenty-five Euros) each, all fully paid,

hereby duly represented by two directors currently in office, namely:

· Mr. Luca CHECCHINATO, employee, with a business address in Luxembourg at 19-21, Boulevard du Prince Henri,

· Ms. Cristobalina MORON, employee, with a business address in Luxembourg at 19-21, Boulevard du Prince Henri,

referred to hereinafter as “the surviving company”

AND,

The limited liability company incorporated under Luxembourg law named CHAUMIERE S.à.r.l., having its head office in Luxembourg, 19-21 Boulevard du Prince Henri,

incorporated under the name of CHAUMIERE - CONSULTADORIA E SERVICOS, SOCIEDADE UNIPESSOAL, LDA, pursuant to a deed received by Notary Ana Maria Moreina Vela Nóbrega Araújo, residing in the duty-free zone of Madeira, dated March 31, 2000, and whose head office was transferred to the Grand Duchy of Luxembourg, pursuant to the certificate received by the undersigned notary on this day, and before these presents,

with a capital of EUR 12,500 (Twelve Thousand Five Hundred Euros), represented by 5 (five) shares with a par value of EUR 2,500 (Two Thousand Five Hundred Euros) each, all fully paid,

hereby duly represented by two directors currently in office, namely:

· Mr. Luca CHECCHINATO, employee, with a business address in Luxembourg at 19-21, Boulevard du Prince Henri,

· Ms. Cristobalina MORON, employee, with a business address in Luxembourg at 19-21, Boulevard du Prince Henri,

referred to hereinafter as “the merged company”

Both companies, subject to the Companies Law dated August 10th, 1915 as modified,

Appearing and acting in an official capacity, have required the attending notary to certify the following plan of merger:

PLAN OF MERGER

SINAF S.A., having its head office in Luxembourg, 11 Boulevard de la Foire, and registered with the Trade Register under section B and number 40824, incorporated by deed of notary Camille HELLINCKX on July 9, 1992, published in Memorial C No. 363 of 1992, which articles have been amended several times, the last time by notarial deed of the undersigned notary on June 10, 2002, published in Memorial C No. 1292 of September 6, 2002, with a capital of EUR 9,430,625 (Nine Million Four Hundred Thirty Thousand Six Hundred Twenty-five Euros), represented by 377,225 (Three Hundred Seventy-seven Thousand Two Hundred Twenty-five) shares with a par value of EUR 25 (Twenty-five Euros) each, all fully paid,

holds all (100%) of the shares representing all the capital of the limited liability company incorporated under Luxembourg law named CHAUMIERE S.à.r.l., having its head office in Luxembourg, 19-21 Boulevard du Prince Henri, incorporated under the name of CHAUMIERE - CONSULTADORIA E SERVICOS, SOCIEDADE UNIPESSOAL, LDA, pursuant to a deed received by Notary Ana Maria Moreina Vela Nóbrega Araújo, residing in the duty-free zone of Madeira, dated March 31, 2000, and

whose head office was transferred to the Grand Duchy of Luxembourg, pursuant to the certificate received by the undersigned notary on this day, and before these presents, with a capital of EUR 12,500 (Twelve Thousand Five Hundred Euros), represented by 5 (five) shares with a par value of EUR 2,500 (Two Thousand Five Hundred Euros) each, all fully paid,

no other voting share or special right shares was issued by the companies above-mentioned (also referred to as the merging companies).

As the surviving company holds all of the shares of the merged company, there is no capital increase in the surviving company and no issuance of new shares. Thus, there is no exchange or delivery of new shares, the only shares to be cancelled being those of the merged company.

· SINAF S.A. (also called the surviving company), intends to merge with the limited liability company named CHAUMIERE S.à.r.l. (also called the merged company) by absorbing the latter, pursuant to the provisions of article 261 and following of the Companies Law dated August 10th, 1915 and subsequent texts.

· The date at which the transactions of the merged company are considered to be completed on behalf of the surviving company, for accounting purposes, is set to January 1st, 2010.

· No particular benefit shall be attributed to the directors, managers, commissioners or auditors of the merging companies.

· The shareholders and partners of the merging companies have the right, a month before the General Shareholders’ meeting deciding upon the merger, to take notice, at the head office, of the documents listed under article 267 (1) a) b) c)

and d) of the Companies Law and can obtain a full copy without cost and by simple request.

· The merger will become effective by approval of the merging companies’ shareholders and will automatically result in the effects referred to in article 274 of the Companies Law dated August 10th, 1915, as modified.

· The merging companies will comply with all legislation in force concerning the reports to be filed in connection with the payment of any taxes or fees resulting from the making of the contributions pertaining to the merger, as indicated hereinafter.

· It is planned that the merged company’s governing bodies shall be fully discharged.

· The merged company’s corporate documents will be conserved during the legal time limit at the surviving company’s head office.

Formalities

The surviving company :

· Will complete all legal publication notice formalities pertaining to the contributions made in relation to merger.

· Will complete all reports and formalities necessary with respect to the pertinent administrative offices in order for the contributions to be properly recorded in the surviving company’s name.

· Will complete all formalities in order to render effective as against third parties the transfer of benefits and rights brought to it.

Share delivery

At the completion of the merger, the merged company will deliver to the surviving company the originals of all its constitutional documents and amendments thereto, accounting books and other accounting documents, documents of property title or property documentary evidence of all contributed assets, documentary evidence of completed transactions, securities and all contracts (loans, employment contracts, trust…), archives, items and all other relevant documents pertaining to the elements and rights contributed.

Costs and rights

All costs and fees due in relation to the merger will be borne by the surviving company.

The surviving company will pay, if need be, the taxes owed by the merged company on the capital and the profits pertaining to the fiscal years not yet fully taxed.

Election of Domicile

For purposes of enforcement hereof and other legal documents and statements that will follow, as well as for all other justifications and notifications, the elected domicile is the head office of the surviving company.

Powers

All powers are given to the bearer of an original or a copy hereof to complete all the formalities and make all statements, notifications, reports, publications and other tasks.

The undersigned notary, pursuant to the provisions of article 271 (2) of the Companies Law, certifies the legality of this plan of merger in application of article 278 of the Companies Law.

WHEREAS

The present notarial deed was drawn up in Luxembourg, on the day set forth at the beginning of this document.

This document, after having been read to the appearing parties and its interpretation having been given to them in a language they understand, the reporting parties, all known by the acting notary under their surnames, first names, status and residencies, signed with the notary the present deed.

(signed) L. CHECCHINATO, C. MORON, J. DELVAUX

Registered in Luxembourg, certificates dated May 20th, 2010,

LAC/2010/22403:

Received seventy-five Euros (EUR 75.-)

The recipient (signed) F. SANDT

- For sending of certified true copy -

Delivered at the request of the company named above.

Luxembourg, May 27th, 2010

/s/ Jacques Delvaux
Jacques Delvaux, Notary

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