paolosci13d_111307.htm

-----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, CvTqjm7rw505prbAagqfsMyfWHEU3uj6zaMue6/ya8Mu1J+o4LTa7KlFEDiyZpXQ Pk06ypFQsZfx8qI4FV/GlQ== 0000950162-07-000698.txt : 20071123 0000950162-07-000698.hdr.sgml : 20071122 20071123153759 ACCESSION NUMBER: 0000950162-07-000698 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071123 DATE AS OF CHANGE: 20071123 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-43408 FILM NUMBER: 071264978 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAVAZZA PAOLO CENTRAL INDEX KEY: 0001163608 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: VIA SUDAFRICA, 20 CITY: ROME STATE: A1 ZIP: 00000 MAIL ADDRESS: STREET 1: VIA TESSERETE, 10 CITY: LUGANO STATE: V8 ZIP: V8 SC 13D 1 paolosci13d_111307.htm PAOLO CAVAZZA/SCICLONE SCHEDULE 13D - 11/13/07 paolosci13d_111307.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SciClone Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

80862K104

(CUSIP Number)

James Robinson, Esq.

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

(212) 701-3000

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

November 13, 2007

(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 that 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. x

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 (however, see the Notes).

CUSIP No. 372501B104
(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Paolo Cavazza
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
(3)	SEC USE ONLY
(4)	SOURCE OF FUNDS PF
(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION Italy
Number of Shares	(7)	SOLE VOTING POWER 822,815
Beneficially Owned	(8)	SHARED VOTING POWER 8,449,881
by Each Reporting	(9)	SOLE DISPOSITIVE POWER 822,815
Person With	(10)	SHARED DISPOSITIVE POWER 8,449,881
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,272,696
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% (based upon 46,114,562 shares of Common Stock outstanding as of October 31, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 filed with the U.S. Securities and Exchange Commission on November 9, 2007).
(14)	TYPE OF REPORTING PERSON IN

Item 1.

Security and Issuer.

Common Stock, $0.001 par value per share, of SciClone Pharmaceuticals, Inc. (the “Issuer”), a Delaware corporation whose principal offices are located at 950 Tower Lane, Suite 900, Foster City, California 94404.

Item 2.

Identity and Background.

This Schedule 13D is being filed on behalf of Paolo Cavazza, (the “Reporting Person”) in respect of shares of the Issuer’s common stock he owns directly and indirectly through Defiante Farmaceutica, L.d.a., a Portuguese Corporation (“Defiante”), Aptafin S.p.A., an Italian Corporation (“Aptafin”) and Chaumiere Consultadoria e Servicos S.A., a Portuguese corporation (“Chaumiere”). Defiante is 58% directly owned by Sigma Tau Finanziaria S.p.A. (“Sigma Tau”) and 42% directly owned by Sigma Tau’s wholly-owned subsidiary, Sigma Tau International S.A. Paolo Cavazza directly and indirectly owns 38% of Sigma Tau. Aptafin is directly owned by Paolo Cavazza and members of his family. Chaumiere is indirectly owned by Paolo Cavazza and members of his family.

The Reporting Person’s address is Via Tesserete, 10, Lugano, Switzerland. He is an entrepreneur in Sigma Tau, Aptafin and Esseti S.A and he is an Italian citizen. The Reporting Person has not been, during the last five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

Item 3.

Source and Amount of Funds or Other Consideration.

From June 14, 2002 to December 15, 2006 the Reporting Person used approximately $2,388,531 of personal funds to purchase 822,815 shares of Common Stock including through the exercise of put options and call options.

From May 28, 2005 to November 13, 2007 Defiante used approximately $22,861,962 of working capital to purchase 6,394,988 shares of Common Stock including through the exercise of put options and call options.

From March 20, 2001 to December 15, 2006 Aptafin used approximately $2,510,473 of working capital to purchase 765,841 shares of Common Stock including through the exercise of put options and call options.

From November 16, 2004 to December 15, 2006 Chaumiere used approximately $3,126,606 of working capital to purchase 1,289,052 shares of Common Stock including through the exercise of put options and call options.

Item 4.

Purpose of the Transaction.

The purpose of the transactions was to acquire an equity investment interest in the Issuer.

The Reporting Person, Defiante, Aptafin and Chaumiere expect to evaluate their investment in the Issuer on an ongoing basis and they may determine to change their investment intent with respect to the Issuer at any time. If the Reporting Person, Defiante, Aptafin, and Chaumiere believe that further investment in the Issuer is attractive, whether because of the market price of the Common Stock or otherwise, they will acquire shares of Common Stock in the open market. They reserve the right to dispose of all or a portion of their holdings of securities of the Issuers. Any such transactions may be effected at any time or from time to time.

Other than as set forth above in Item 3 and in this Item 4, the Reporting Person does not have any present 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.

Item 5.

Interest in Securities of Issuer.

(a) Paolo Cavazza is the beneficial owner of 9,272,696 shares, representing 20.1% of the 46,114,562 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 filed with the U.S. Securities and Exchange Commission on November 9, 2007.

(b) The number of shares of Common Stock as to which Paolo Cavazza has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of, is 822,815. The number of shares of Common Stock as to which Paolo Cavazza shares to power to vote or to direct the vote is 8,449,881. The number of shares of Common Stock as to which Paolo Cavazza shares the power to dispose or to direct the disposition is 8,449,881.

(c) During the past 60 days the following transaction in shares of Common Stock were effected by the person named in response to Item 5(a) hereof:

chased 10,385 shares at a per share purchase price of $1.930 in an open market purchase transaction effected on NASDAQ, (xiii) on October 1, 2007, Defiante purchased 13,952 shares at a per share purchase price of $1.964 in an open market purchase transaction effected on NASDAQ.

(d) N/A.

(e) N/A.

Item 6.

Contracts, Arrangements, Understanding or

Relationships with Respect to Securities of the Issuer.

As permitted in the Rights Agreement dated as of December 19, 2006 between the Issuer and Mellon Investor Services LLC (the “Rights Agreement”), on September 10, 2007 the Issuer’s Board of Directors approved a potential increase in the number of shares of the Issuer’s Common Stock beneficially owned by Sigma Tau, together with all of its Affiliates and Associates (each as defined in the Rights Agreement), so long as (i) Sigma Tau, its Affiliates or Associates, become the beneficial owners of such additional shares on or before September 10, 2008, and (ii) such increase does not exceed 5,000,000 shares above the number of shares already beneficially owned by Sigma Tau and its Affiliates and Associates as of September 10, 2007 (a “Sigma Tau Ownership Increase”). If the Board of the Issuer had not provided such prior approval of a Sigma Tau Ownership Increase, then the date of the occurrence of any increase in beneficial ownership by Sigma Tau, its Affiliates or Associates, if any, would constitute a Distribution Date (as defined in the Rights Agreement) and would trigger certain events under the Rights Agreement, including without limitation the exercisability of the Rights (as defined in the Rights Agreement); however, because the Board has provided such prior approval, such events will not be triggered under the Rights Agreement in the event of a Sigma Tau Ownership Increase. On September 14, 2007, the Issuer filed a press release with the U.S. Securities and Exchange Commission under the cover of a Form 8-K to announce this material modification to the rights of security holders. The Issuer's Form 8-K is incorporated herein by reference.

Pursuant to a Common Stock Purchase Agreement between the Issuer and Sigma-Tau Finance S.A. dated March 3, 2000 (“Purchase Agreement”), the Issuer agreed with Sigma-Tau Finance S.A. that upon receiving marketing approval from either (i) the European Agency for the Evaluation of Medicinal Products (EMEA) or (ii) rapportear country in certain territories for the marketing and sale of the Issuer’s pharmaceutical product ZADAXIN for the treatment of hepatitis C (the “Approval Date”), the Issuer shall issue and sell to Sigma-Tau Finance S.A. shares of the Issuer’s Common Stock for an aggregate consideration of $5,000,000 at a per share price equal to a 20% premium over the average of the closing sale price of the Issuer’s Common Stock as quoted on the Nasdaq Stock Market for the 30 trading days prior to the Approval Date. On November 8, 2002 Sigma-Tau Finance International S.A. (formerly Sigma-Tau Finance S.A.) was merged into Sigma Tau International S.A., an affiliate of Defiante and Sigma Tau. The Approval Date has not occurred.

To the best knowledge of the Reporting Person there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits.

Common Stock Purchase Agreement dated March 3, 2000

Power of Attorney^*.

^*	Incorporated by reference from Exhibit EX-24 to Form 4 filed with the U.S. Securities and Exchange Commission by Paolo Cavazza on March 31, 2005

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 23, 2007

PAOLO CAVAZZA

By: /s/ Antonio Nicolai

Name: Antonio Nicolai

Title: Attorney-in-fact

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing persons, evidence of the representative’s authority to sign on behalf of such persons shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EXHIBIT INDEX

Common Stock Purchase Agreement dated March 3, 2000

Power of Attorney.^*

^*	Incorporated by reference from Exhibit EX-24 to Form 4 filed with the U.S. Securities and Exchange Commission by Paolo Cavazza on March 31, 2005

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

Exhibit 1

COMMON STOCK PURCHASE AGREEMENT

MILESTONE PURCHASE

THIS COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is dated as of March 3, 2000 between SciClone Pharmaceuticals, Inc., a California corporation (the “Company”) and Sigma-Tau Finance S.A., a Luxembourg corporation having offices at 13, bd du Prince Henri L-1724, Luxembourg (the “Investor”).

W I T N E S S E T H:

WHEREAS, the Company desires to sell and issue to the Investor, and the Investor wishes to purchase from the Company, shares of the Company’s Common Stock, no par value (the “Shares), with the number of Shares determined as provided in Section 1.2 on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF COMMON STOCK

Section 1.1 Purchase and Sale of Common Stock. Upon the following terms and conditions, the Company shall issue and sell the Shares to the Investor, and the Investor shall purchase the Shares from Company.

Section 1.2 Purchase Price. The purchase price for the Shares shall be five million dollars ($5,000,000) (the “Aggregate Purchase Price”). The number of Shares shall be equal to the Aggregate Purchase Price divided by the Per Share Price. For purposes of this Agreement, the “Per Share Price” shall be equal to a twenty percent (20%) premium over the average of the closing sale prices of the Company’s Common Stock as quoted on the Nasdaq Stock Market for the thirty (30) trading days prior to the Approval Date (as defined below).

Section 1.3 The Closing. The closing of the purchase and sale of the Shares shall take place on the date the Company or any of its affiliates, or Sigma-Tau Industrie Farmaceutiche Riunite S.p.A. or any of its affiliates or sublicensees, receives marketing approval from either (i) the European Agency for the Evaluation of Medicinal Products (EMEA) or (ii) rapportear country in the Territory (as defined in Exhibit A hereto) for the marketing and sale of the Company’s pharmaceutical product, ZADAXIN^® thymosin alpha 1, for the treatment of hepatitis C (the “Approval Date”). Ten (10) days after closing (upon determination of the number of Shares), the Company shall (i) deliver to Investor certificates, with the number of and denomination of such certificates as reasonably requested by Investor, representing the Shares purchased hereunder by Investor registered in the name of Investor or its nominee or (ii) shall deposit such Shares into accounts designated by Investor; at the closing, Investor shall deliver to the Company the Purchase Price for the Shares purchased by Investor hereunder by wire transfer in immediately available funds to an account designated in writing by the Company.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to Investor as of the date hereof:

(a) Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of California.

(b) Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and to issue the Shares in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including the issuance of the Shares, have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its board of directors (the “Board”) or shareholders is required, and (iii) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

(c) Issuance of the Shares. The Shares are duly authorized and reserved for issuance and will, when issued, be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, other than securities law restrictive legends until the Shares can be sold without being registered with the United States Securities and Exchange Commission (the “SEC”).

(d) No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) result in a violation of the Company’s organizational documents, or (ii) conflict with any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company. The Company is not required to obtain any consent or authorization of any U.S. governmental agency in order for it to perform its obligations under this Agreement.

Section 2.2 Representations and Warranties of the Investor. Investor hereby makes the following representations and warranties to the Company as of the date hereof and on and as of the Approval Date:

(a) Authorization; Enforcement. (i) Investor has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being sold hereunder, (ii) the execution and delivery of this Agreement by Investor and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and (iii) this Agreement constitutes a valid and binding obligation of Investor, enforceable against Investor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

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(b) No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions contemplated hereby and thereby do not and will not (i) result in a violation of Investor’s organizational documents, or (ii) conflict with any agreement, indenture or instrument to which Investor is a party, or (iii) result in a violation of any law, rule, regulation, or any order, judgment or decree of any court or governmental agency applicable to Investor. Investor is not required to obtain any consent or authorization of any governmental agency in order for it to perform its obligations under this Agreement.

(c) Investment Representation. Investor is purchasing the Shares for its own account and not with a view to distribution in violation of any applicable securities laws. Investor has no present intention to sell the Shares and Investor has no present arrangement (whether or not legally binding) to sell the Shares to or through any person or entity.

ARTICLE III

SHARE RESALE RESTRICTIONS

Section 3.1 Share Resale Restrictions.

(a) Restricted Securities. Investor will not make any sale, transfer or other disposition of the Shares during the year following the date of this Agreement, and thereafter only if (i) such sale, transfer or other disposition is within the limitations of and in compliance with Rule 144 promulgated by the SEC under the Securities Act, (ii) some other exemption from registration under the Securities Act is available with respect to any such proposed sale, transfer or other disposition of the Shares, or (iii) such distribution of Shares has been registered under the Securities Act.

(b) Legend. Each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED AND THE OTHER CONDITIONS SPECIFIED IN THE COMMON STOCK PURCHASE AGREEMENT DATED AS OF MARCH 3, 2000 BETWEEN THE HOLDER OF THIS CERTIFICATE AND SCICLONE PHARMACEUTICALS, INC.

The Company agrees to reissue certificates representing the Shares without the legend set forth above at such time as (i) the Shares have been held for a period of two (2) years and (ii) the holder thereof is permitted to dispose of such Shares pursuant to Rule 144(k) under the Securities Act, or such Shares are sold to a purchaser or purchasers who (in the opinion of counsel to the seller or such purchaser(s), in form and substance reasonably satisfactory to the Company and its counsel) are able to dispose of such shares publicly without registration under the Securities Act.

(c) Current Public Information. With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Shares to the public without registration, Company agrees to use its reasonable best efforts:

(i) Make and keep current public information available, as those terms are undertook and defined in Rule 144 under the Securities Act, for at least the next two (2) years after the date of this Agreement;

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(ii) File with the SEC in a timely manner all reports and other documents required of Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(iii) Furnish to Investor forthwith upon request a written statement by Company as to its compliance with the conditions set forth in Rule 144(c), and the reporting requirements of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of Company, and such other reports and documents of Company and other information in the possession of or reasonably obtainable by Company as Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing Investor to sell any of the Shares without registration.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Specific Enforcement; Consent to Jurisdiction.

(a) The Company and Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.

(b) The Company and Investor (i) hereby irrevocably submit to the exclusive jurisdiction of the United States District Court, the California State courts and other courts of the United States sitting in San Mateo County, California for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) hereby waive, and agree not to assert in any such suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and Investor consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this paragraph shall affect or limit any right to serve process in any other manner permitted by law.

Section 4.2 Entire Agreement; Amendment. This Agreement, contains the entire understanding of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor Investor make any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by a written instrument signed by the party against whom enforcement of any such amendment or waiver is sought.

Section 4.3 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective upon actual receipt of such notice. The addresses for such communications shall be:

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to the Company:	SciClone Pharmaceuticals, Inc.
	901 Mariners Island Boulevard
	San Mateo, California 94404
	Fax: (650) 358-3469
	Attn: Shawn K. Singh

to Investor, then to the address set forth under Investor’s name on the signature page of this Agreement.

Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other parties hereto.

Section 4.4 Indemnity. Each party shall indemnify each other party against any loss, cost or damages (including reasonable attorney’s fees but excluding consequential damages) incurred as a result of such parties’ breach of any representation, warranty, covenant or agreement in this Agreement.

Section 4.5 Waivers. No waiver by any party of any default with respect any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

Section 4.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 4.7 Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The parties hereto may amend this Agreement without notice to or the consent of any third party. The Company and Investor may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party (which consent shall not be unreasonably withheld), except that the Company may assign this Agreement in connection with a merger, acquisition or the sale of all or substantially all of its assets provided that the Company is not released from any of its obligations hereunder, such assignee assumes all obligations of the Company hereunder, and appropriate adjustment of the provisions contained in this Agreement is made, in form and substance satisfactory to Investor, to place Investor in the same position as it would have been but for such assignment; and except further that upon 30 days prior written notice to the Company, the Investor may assign at any time this Agreement or any rights or obligations hereunder to any of Investor’s Affiliate’s without the prior written consent of the Company. Affiliate means any person, firm or corporation which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a party. “Control” means the legal or beneficial ownership of 50% or more of the voting or equity interests or the power or right to direct the management and affairs of the business (including acting as the general partner of a limited partnership).

Section 4.8 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 4.9 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California without regard to such state’s principles of conflict of laws.

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Section 4.10 Survival. The representations and warranties and the agreements and covenants of the Company and the Investor contained herein shall survive the Closing.

Section 4.11 Execution. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, it being understood that all parties need not sign the same counterpart.

Section 4.12 Attorney’s Fees. Investor shall be entitled to recover from the Company the reasonable attorney’s fees and expenses incurred by Investor in connection with enforcement by Investor of any obligation of the Company under this Agreement.

Section 4.13 Counterparts. This Agreement may be signed in multiple counterparts. Signatures may be transmitted by facsimile telecopier.

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IN WITNESS WHEREOF, the parties hereto have caused this Common Stock Purchase Agreement to be duly executed as of the date first above written.

COMPANY:

SCICLONE PHARMACEUTICALS, INC.

By: ______________________________________

Printed Name: Shawn K. Singh

Title: Chief Business Officer

INVESTOR:

SIGMA-TAU FINANCE S.A.

By: ______________________________________

Printed Name: ______________________________

Title: _____________________________________

EXHIBIT A

TERRITORY

Austria, Belgium, Denmark, Finland, France, Germany, Greece, Iceland, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

Exhibit A

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