DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

Date of Report: March 30, 2009

(Date of earliest event reported)

SciClone Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-19825	94-3116852
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
950 Tower Lane, Suite 900, Foster City, CA		94404
(Address of principal executive offices)		(Zip Code)

(650) 358-3456

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 30, 2009, SciClone Pharmaceuticals, Inc. (“SciClone”) entered into a settlement agreement (the “Settlement Agreement”) with the other parties collectively identified therein as the “Sigma-Tau Group.” Under the terms of the Settlement Agreement, SciClone issued a press release on March 31, 2009 in a form approved by the Sigma-Tau Group (the “Press Release”), announcing the execution of the Settlement Agreement and a commercial agreement referred to herein as the “Zadaxin Agreement,” as well as certain actions that SciClone has taken to implement the provisions of the Settlement Agreement. A copy of the Press Release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The following description of the Settlement Agreement and the Zadaxin Agreement is not complete and is qualified in its entirety by reference to the full texts of each of those agreements, which are filed as Exhibit 10.1 and 10.2 hereto and are incorporated herein by reference.

Based on the number of shares of the Common Stock of SciClone (“SciClone Common Stock”) that the Sigma-Tau Group beneficially owns, as represented and warranted by the Sigma-Tau Group in the Settlement Agreement, and the number of shares of SciClone Common Stock reported by SciClone as outstanding on March 2008 in SciClone’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2008, the Sigma-Tau Group beneficially owns approximately 21.3% of the SciClone Common Stock.

Actions Required to be Taken by SciClone

Under the Settlement Agreement, SciClone agreed that 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 will: (i) increase the size of its Board of Directors (the “Board”) from seven (7) to ten (10) members and (ii) appoint Professor Trevor Jones, Mr. Gregg Lapointe and Dr. Roberto Camerini (the “Sigma-Tau Directors”) to fill the vacancies on the Board. SciClone also agreed that the Board and the applicable committees of the Board will nominate no more than eight members (8) for election to the Board at the 2009 Annual Meeting and will:

• reduce the size of the Board to eight (8) members effective at the 2009 Annual Meeting;

• 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 SciClone’s 2010 annual stockholder meeting (the “2010 Annual Meeting”);

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

• 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;

• ensure that certain Sigma-Tau Directors will be nominated to serve on the committees of the Board as set forth in the Settlement Agreement; and

• adopt an exemption (the “Rights Plan Exemption”) to the Rights Agreement dated as of December 19, 2006 between SciClone and Mellon Investor Services LLC as Rights Agent (the “Rights Plan”) to permit the Sigma-Tau Directors to receive the equity compensation awards customarily offered to all of SciClone’s non-employee directors.

SciClone 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 Sigma-Tau Group of any replacement directors, as described in the next paragraph.

Additionally, SciClone agreed that, while any of the Sigma-Tau Directors remain 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 SciClone’s Nominating and Corporate Governance Committee in good faith.

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Actions Not to be Taken by SciClone

Under the Settlement Agreement, SciClone agreed that, following the 2009 Annual Meeting and prior to the 2010 Annual Meeting, it will not:

• increase the size of the Board to more than eight (8) directors;

• increase the size of any committees of the Board; or

• 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, SciClone agreed that any current director of SciClone who does not continue as a director following the 2009 Annual Meeting will not, without the prior approval of the Sigma-Tau Group, be invited to Board meetings or be compensated in any way for services as an advisory Board member or otherwise.

Actions Required to be Taken by the Sigma-Tau Group

Under the Settlement Agreement, the Sigma-Tau Group agreed to:

• vote all of the SciClone Common Stock beneficially owned by them for each of the Incumbent Directors and Sigma-Tau Directors; and

• withdraw the formal notice and nomination delivered to SciClone on December 31, 2008 (previously reported by SciClone in a Current Report on Form 8-K filed with the SEC on January 5, 2009).

Actions Not to be Taken by the Sigma Tau Group

Except as otherwise permitted by the Settlement Agreement, the Sigma-Tau Group agreed therein not to, and to cause their affiliates and associates under their control or direction not to, for a period ending December 31, 2009:

• submit any additional proposals or nominations for election to the Board at the 2009 Annual Meeting

• solicit proxies or consents to vote any SciClone securities or become a participant in any contested solicitation for the election of SciClone directors;

• purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any SciClone Common Stock or other SciClone securities;

• form, join or in any way participate in any 13(d) group with respect to the SciClone Common Stock (other than a group comprised solely of the Sigma-Tau Group);

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

• discuss publicly the circumstances surrounding the negotiation and execution of the Settlement Agreement.

In addition, except as otherwise permitted by the Settlement Agreement, the Sigma-Tau Group 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:

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

• publicly disclose any request to amend, waive or terminate any provision of the Settlement Agreement.

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Actions Permitted to be Taken by the Sigma Tau Group

Notwithstanding the provisions described immediately above, the Sigma-Tau Group, and any affiliate or associate of a Reporting Person, will be entitled by the Settlement Agreement to:

• except as set forth immediately above, vote their shares of SciClone Common Stock in favor of the election of the Sigma-Tau Directors at the 2009 Annual Meeting and otherwise vote as the Sigma-Tau Group determine in their sole discretion;

• disclose how they intend to vote or act with respect to any SciClone securities, any stockholder proposal or other matter to be voted on by SciClone’s stockholders and the reasons therefor;

• announce their 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;

• except as set forth above, vote their shares of SciClone Common Stock in their discretion on any matter submitted to a vote of SciClone’s stockholders;

• 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 SciClone’s Certificate of Incorporation or Bylaws, as amended (the “Bylaws”);

• in the event a special meeting is called by a SciClone stockholder with respect to the removal of directors, (i) vote all their shares of SciClone Common Stock in favor of the Sigma-Tau Directors and (ii) solicit proxies to vote against the removal of the Sigma-Tau Directors; and

• make any public announcement with respect to, and offer to effect, seek or propose a merger, acquisition, disposition or other business combination involving SciClone.

Expiration or Termination of the Settlement Agreement

The Settlement Agreement provides that it will terminate on the earliest of the following:

• the 2010 Annual Meeting;

• at the option of SciClone, upon a material breach by the Sigma-Tau Group of any obligation thereunder which has not been cured within 14 days after the Sigma-Tau Group receive notice of such breach from SciClone;

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

• 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

• at any time, upon the written consent of all of the parties to the Settlement Agreement.

Zadaxin Agreement

SciClone and Sigma-Tau Industrie Farmaceutiche Riunite S.p.A. (“STI”), a subsidiary of Sigma-Tau, signed the Zadaxin Agreement in connection with their pre-existing license agreement relating to thymosin alpha 1. Under the Zadaxin Agreement, STI will, at its cost, lead all future development activities for thymosin alpha 1 for treating Hepatitis C Virus (“HCV”) in the territory defined in the pre-existing license agreement (which, as amended, is collectively identified as Exhibits 10.23 through 10.26 to SciClone’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 10-K”) and exclusively interact with European regulatory agencies responsible for the approval of thymosin alpha 1 for the treatment of HCV.

The Zadaxin Agreement also provides that SciClone and SciClone Pharmaceuticals International Ltd., a SciClone subsidiary, will work together with STI, at their respective costs, to find one or more third parties willing to fund further development and commercialization activities for thymosin alpha 1 in the United States and Europe (other than in Italy, where STI retains its pre-existing exclusive license) for treating malignant melanoma and will cooperate in developing mutually acceptable licensing or other agreements for such third party development and commercialization.

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Actions Taken by SciClone to Implement the Settlement Agreement

Under the Settlement Agreement, on March 28, 2009, the Board, contingent on, and in contemplation of, the execution of the Settlement Agreement and the Zadaxin Agreement by all parties thereto, which execution occurred on March 30, 2009:

• pursuant to the Bylaws, expanded the size of the Board from seven to ten members and added the three Sigma-Tau Directors to fill the newly-created vacancies (see Item 5.02 of this Report);

• appointed each of the Sigma-Tau Directors to the applicable committee of the Board specified in the Settlement Agreement, including a newly-created Scientific Review Committee (see Item 5.02 of this Report);

• approved the slate of candidates to be submitted for election by SciClone’s stockholders at the 2009 Annual Meeting (the “2009 Slate”), consisting of the five Incumbent Directors and the three Sigma-Tau Directors;

• pursuant to the Bylaws, reduced the size of the Board from ten to eight members, effective at the closing of the polls at the 2009 Annual Meeting; and

• approved the Rights Plan Exemption (see Item 3.03 of this Report).

SciClone will announce in due course the date of the 2009 Annual Meeting.

Item 3.03. Material Modification to Rights of Security Holders.

On March 28, 2009, contingent on, and in contemplation of, the execution of the Settlement Agreement and the Zadaxin Agreement by all parties thereto, the Board approved, pursuant to Section 1(a) of the Rights Plan, the acquisition of beneficial ownership of shares of Common Stock by the Sigma-Tau Directors (including, for this purpose, any successors designated by the Sigma-Tau Group and approved by the Board under the Settlement Agreement) resulting solely from grants of stock options or other equity interests (“Director Equity Grants”) made to all Sigma-Tau Directors. The stated intent of such exemption was that such beneficial ownership shall not, by itself, cause any member of the Sigma-Tau Group or any “Affiliate” or “Associate” (as each of such terms is defined in the Rights Plan) of any such member to become an “Acquiring Person,” or to give rise to a “Stock Acquisition Date,” a “Flip-In Event” or a “Flip-Over Event” (as each of those terms is defined in the Rights Plan).

The Board took this action in order to enable the Sigma-Tau Directors, to receive Director Equity Grants, as approved by the Board or its Compensation Committee, on the same basis as all other members of the Board who are not employees of SciClone in respect of their service on the Board or any of its Committees. It was expressly determined by the Board that this exemption should have no application to the acquisition of beneficial ownership of any shares of SciClone Common Stock by any member of the Sigma-Tau Group, or any associate or affiliate of any such member, arising from any other fact or circumstance than the receipt of Director Equity Grants by the Sigma-Tau Directors.

Item 5.02. Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted in Item 1.01 of this Report, under the Settlement Agreement the following directors have been added to the Board to fill three newly-created vacancies and will be included in the 2009 Slate if they are able to stand for election at the 2009 Annual Meeting, which SciClone currently expects:

• Dr. Roberto Camerini;

• Professor Trevor Jones; and

• Mr. Gregg Lapointe.

Information about the committees of the Board to which each of them has been added is included in the Press Release and is incorporated herein by reference. The Sigma-Tau Directors were added to the Board pursuant to the terms of the Settlement Agreement, the summary of which in Item 1 of this Report and the full text of which in Exhibit 10.1 to this Report are incorporated herein by reference. Under the Settlement Agreement, each of the Sigma-Tau Directors will be entitled to the same rights and benefits as are generally applicable to the non-employee directors of SciClone, including (but not limited to) with respect to insurance, indemnification, compensation and fees. The compensatory arrangements in effect with respect to SciClone’s non-employee directors generally will be described in the proxy statement issued by SciClone in connection with the 2009 Annual Meeting. Based on information provided to SciClone by the Sigma-Tau Group, SciClone does not believe that any of the S-T Directors, by reason of his respective relationship to the S-T Group, may be deemed to have an indirect interest in the relationship between SciClone and the Sigma-Tau Group described below in this Item 5.02.

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Pre-Existing Related Party Disclosure

As required under the rules of the SEC, set forth below is a description of the material actions that SciClone has taken with respect to its relationship with the Sigma-Tau Group prior to the execution of the Settlement Agreement and the Zadaxin Agreement:

As referred to above in connection with the Zadaxin Agreement, in 2000 SciClone and the Sigma-Tau Group entered into a license agreement with respect to thymosin alpha 1 which, as amended, constitutes Exhibits 10.23 through 10.26 to the 2008 Form 10-K. Under the most recent amendment, in 2004, SciClone amended its pre-existing license agreement with Sigma-Tau to provide for Sigma-Tau to undertake an HCV trial in Europe in exchange for SciClone agreeing to provide approximately $2,500,000 in funding and other assistance for the trial. Further information on SciClone’s relationship with the Sigma-Tau Group is contained in the 2008 10-K, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As permitted in the Rights Plan, on September 10, 2007, the Board approved a potential increase in the number of shares of SciClone Common Stock beneficially owned by the Sigma-Tau Group, so long as (i) the Sigma Tau Group became the beneficial owners of such additional shares on or before September 10, 2008, and (ii) such increase did not exceed 5,000,000 shares above the number of shares already beneficially owned by the Sigma Tau Group as of September 10, 2007 (as limited by subsections (i) and (ii) of this sentence, a “Sigma-Tau Ownership Increase”). SciClone did not have an agreement or arrangement with, nor any commitment from, the Sigma Tau Group with respect to any Sigma-Tau Ownership Increase. If the Board 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, if any, would have constituted a “Distribution Date” (as defined in the Rights Plan) and would have triggered certain events under the Rights Plan, including without limitation the exercisability of the Rights (as defined in the Rights Plan).

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed herewith in response to paragraph (d) of Item 9.01 of Form 8-K

Exhibit 10.1	Settlement Agreement, dated March 30, 2009, by and among SciClone and Sigma-Tau
Exhibit 10.2	Zadaxin Agreement, dated March 30, 2009, by and between SciClone and Sigma-Tau Industrie Farmaceutiche Reunite SpA.
Exhibit 99.1	Press Release issued by SciClone on March 31, 2009.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 1, 2009	SCICLONE PHARMACEUTICALS, INC.
	By:	/s/ FRIEDHELM BLOBEL
		Friedhelm Blobel President and Chief Executive Officer

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EX-10.1

Exhibit 10.1

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:

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(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

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(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).

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(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:

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(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.

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(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.

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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.

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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

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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.

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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.]

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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

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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

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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

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EX-10.2

Exhibit 10.2

[Sigma-Tau Industrie Farmaceutiche Riunite S.p.A. Letterhead]

Sede: Viale Shakespeare, 47 – 00144 Roma

tel. +39 06 592.64.43 – +39 06 592.66.00

Stabilimento: Via Pontina km 30,400

00040 Pomezia (RM) Italia – tel. +39 06 9139

Pomezia, March 30, 2009

SciClone Pharmaceuticals, Inc.

950 Tower Lane

Foster City, CA 94404

Attention: Friedhelm Blobel

Dear Sirs:

Re:    (1) Expanded and Amended Thymosin Alpha 1 License, Distributorship and Supply Agreement signed by and between SciClone Pharmaceuticals International Ltd (“SPIL”) and Sigma-Tau Industrie Farmaceutiche Riunite S.p.A. (“STI”) on March 3, 2000 as amended (collectively, the “Thymosin Alpha License Agreement”); and (2) Other Business Matters pertaining to Thymosin Alpha 1 for the malignant melanoma indication.

The undersigned hereby agree that, upon execution hereof:

(1) SciClone Pharmaceuticals, Inc. (“SCLN”), with the approval of its Board of Directors, will cause SPIL, under the Thymosin Alpha 1 License Supply Agreement, to grant STI the rights, (i) to lead all future development activities for Thymosin Alpha 1 (as defined in the Thymosin Alpha License Agreement) with respect to Hepatitis C Virus indications in the Territory as defined in the Thymosin Alpha License Agreement, at STI’s costs; provided that if SPIL’s non-European interests will be materially affected by any negotiations in which STI participates then SPIL will have the right to participate in those negotiations, and (ii) to meet, correspond, and otherwise interact with the European regulatory agencies responsible for granting any approval necessary for the development of Thymosin Alpha 1 for the treatment of the Hepatitis C Virus regarding such development and any matters related thereto. STI will keep SPIL appropriately informed of the status of activities conducted by STI under this paragraph (1).

(2) SCLN (which term, for purposes of this paragraph (2), refers to SPIL as to the development and commercialization of Thymosin Alpha 1 outside the United States) will work together with STI, at their respective cost, to find one or more third parties (each, a “Third Party”) willing to fund further development and commercialization activities for Thymosin Alpha 1 in the United States and Europe (other than Italy, which is addressed in the final sentence of this paragraph) with respect to the malignant melanoma

indication. SCLN and STI will cooperate in developing appropriate mutually acceptable licensing or other agreements (which will provide for the sharing of profits arising therefrom under a formula to be mutually agreed among SCLN, STI and the applicable Third Party) to provide (whether by sublicense under the Thymosin Alpha License Agreement or otherwise) the applicable data and rights for such development and commercialization to the applicable Third Party. SCLN and STI will keep one another appropriately informed of their respective discussions with potential Third Parties and will have the right to participate in those discussions that affect their respective interests. For the avoidance of doubt, STI shall retain its exclusive license under the Thymosin Alpha License Agreement, or any other terms which may be agreed upon by the parties in good faith to compensate Sigma-Tau’s possible waiver to its rights for European countries other than Italy, to (i) obtain and maintain any marketing authorizations necessary to market, use, distribute and sell Thymosin Alpha 1 in Italy and (ii) market, use, distribute and sell Thymosin Alpha 1 in Italy also with respect to the malignant melanoma indication.

SIGMA-TAU INDUSTRIE FARMACEUTICHE RIUNITE SpA
By:	/s/ Ugo Di Francesco
Name:	Ugo Di Francesco
Title:	Vice President and CEO

For Acceptance:

SCICLONE PHARMACEUTICALS, INC.
By:	/s/ Friedhelm Blobel
Name:	Friedhelm Blobel
Title:	CEO and President

EX-99.1

Exhibit 99.1

Contact:

SciClone Pharmaceuticals, Inc.

Gary Titus

Chief Financial Officer

650.358.3456

SCICLONE AND SIGMA TAU REACH AGREEMENT TO RESOLVE DIRECTOR ELECTION

CONTEST FOR 2009 ANNUAL MEETING OF

SCICLONE STOCKHOLDERS

Three Sigma-Tau Designees have been Appointed to the SciClone Board

FOSTER CITY, CA, March 31, 2009—SciClone Pharmaceuticals, Inc. (NASDAQ: SCLN) (“SciClone”) announced today that SciClone and Sigma-Tau Finanziaria, S.p.A. and certain of its affiliated individuals and corporations (referred to in this press release collectively as “Sigma-Tau”) have entered into a definitive agreement (the “Settlement Agreement”). Under the Settlement Agreement, three Sigma-Tau designees have been added to the SciClone Board and there will not be a director election contest at SciClone’s 2009 annual stockholder meeting, which is to be held on or before June 15, 2009. Sigma-Tau beneficially owns approximately 21.3% of SciClone’s outstanding shares.

The three Sigma-Tau designees are Dr. Roberto Camerini, Professor Trevor Jones and Mr. Gregg Lapointe, who will be members of the slate recommended by SciClone’s board for election at the 2009 annual meeting. The three new directors were three of the four candidates that Sigma-Tau had named last December, in a notice of its intention to nominate candidates for election to SciClone’s seven-person Board at the 2009 annual meeting. The three new directors have also been added to the Board’s standing committees (other than the Audit Committee), which include the Compensation Committee (Professor Jones), the Nominating and Corporate Governance Committee (Professor Jones), the Business Development Committee (Mr. Lapointe) and a newly-formed Scientific Review Committee (Dr. Camerini). Sigma-Tau has withdrawn its earlier nomination notice in connection with the 2009 annual meeting.

The size of the SciClone Board will be reduced from ten to eight members effective at the 2009 annual meeting. Two currently-serving members of the Board, John Baxter and Rolf Henel, will not stand for re-election at the 2009 meeting. SciClone’s slate of candidates for election at that meeting will comprise, in addition to the three Sigma-Tau nominees who have been added to the Board, Dr. Friedhelm Blobel, SciClone’s President and Chief Executive Officer, and four of the currently-serving non-employee directors, Dean Woodman, Richard Hawkins, Ira Lawrence and Jon Saxe. Sigma-Tau has the right to require SciClone’s Nominating and Corporate Governance Committee to consider in good faith, and reasonably approve, any replacement for any of Sigma-Tau’s three designees should any of them be unable to serve. Sigma-Tau has agreed to vote its shares in favor of the election of this slate. SciClone has agreed that, prior to the 2010 annual meeting of stockholders, it will not increase the size of the Board above eight members or increase the size of the Board’s committees.

Mr. Camerini is the Head of Clinical Research II-Worldwide Drug Development, for Sigma-Tau. Professor Jones, a Commander of the British Empire and former Vice Chair of King’s College London, serves as an

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independent director of Sigma-Tau Finanziaria and is a consultant to Sigma-Tau Pharmaceuticals, Inc. and other pharmaceutical companies. He has also served as a director of a number of publicly-traded biopharmaceutical companies in Europe and the United States and was the Board Director for Research and Development at the Wellcome Foundation Ltd. Mr. Lapointe is the Chief Executive Officer of Sigma-Tau Pharmaceuticals, Inc, which conducts Sigma-Tau’s business in the United States, and serves or has served as a director of other U.S. publicly-traded biopharmaceutical companies. More detailed biographical information about all three of the new directors will be included in SciClone’s proxy statement to be distributed in connection with the 2009 annual meeting.

Mr. Woodman, Chairman of the Board of Directors of SciClone, commented:

“On behalf of the entire SciClone Board and management, I want to take this opportunity to thank both John Baxter and Rolf Henel for their valuable service to SciClone and its stockholders. They have contributed extensively to our Board for many years and we would have valued their continued service as directors so we particularly appreciate their graciousness in the process of reconstituting our Board and facilitating this important settlement with Sigma-Tau. I also want to welcome Dr. Camerini, Professor Jones and Mr. Lapointe to our Board. We look forward to their contributions. Each has experience that we expect to bring value to our deliberations as we work together to build the value of SciClone for the benefit of all stockholders. The Board is pleased that we have been able to reach this agreement with Sigma-Tau, which not only is our largest stockholder but also a valued business collaborator.”

In addition to signing the Settlement Agreement, SciClone and Sigma-Tau Industrie Farmaceutiche Riunite SpA (“STI”) have signed a letter agreement (the “Zadaxin Agreement”) in connection with the pre-existing license agreement relating to thymosin alpha 1 (which SciClone and its subsidiary, SciClone Pharmaceuticals International Ltd (“SPIL”), market in more than 30 countries under the brand name Zadaxin). Under the Zadaxin Agreement, STI will, at its cost, lead all future development activities for thymosin alpha 1 for treating Hepatitis C Virus (“HCV”) in the territory defined in the pre-existing license agreement and exclusively interact with European regulatory agencies responsible for the approval of thymosin alpha 1 for the treatment of HCV. The Zadaxin Agreement also provides that SciClone and SPIL will work together with STI, at their respective costs, to find one or more third parties willing to fund further development and commercialization activities for thymosin alpha 1 in the United States and Europe (other than in Italy, where STI retains its pre-existing exclusive license) for treating malignant melanoma and will cooperate in developing mutually acceptable licensing or other agreements for such third party development and commercialization.

The Settlement Agreement restricts Sigma-Tau from soliciting proxies, purchasing additional shares, forming groups with any third parties or taking certain other actions for a period ending December 31, 2009 or, in the case of the restriction against seeking to call a special meeting of stockholders or removing a Board member, for a period of one year. Sigma-Tau is expressly entitled to take various enumerated actions, including proposing a slate of board nominees and/or other proposals at the 2010 annual meeting of SciClone stockholders in compliance with SciClone’s certificate of incorporation and its advance notice bylaw requirements (and SciClone has agreed not to amend those documents in a manner that would materially restrict the rights of stockholders to nominate candidates for election to its Board).

The Settlement Agreement provides that it will terminate at the 2010 annual meeting of SciClone’s stockholders (which SciClone has agreed to hold during the second week of June 2010), or earlier with the written consent of both parties or at the option of either party if the other materially breaches the agreement

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and does not cure the breach within 14 days. Sigma-Tau also has the option of terminating the Settlement Agreement if the SciClone Board approves a material deviation from SciClone’s anticipated research and development expenditure plans for 2009 and 2010, as previously disclosed to Sigma-Tau in writing.

In order to enable the three new directors designated by Sigma-Tau to receive the same equity grants as are made from time to time to the other SciClone non-employee directors as compensation for their service without triggering the rights issued to all stockholders under SciClone’s 2006 stockholder rights plan, the SciClone Board has exempted these grants under the rights plan. No other exemption has been granted in connection with the settlement except to facilitate these grants. Under the SciClone rights plan, the acquisition of beneficial ownership of 15% or more of SciClone’s shares by any person or group, together with its affiliates and associates, entitles all other stockholders to exercise their stock rights and acquire additional SciClone shares at 50% of the then-current market price. In September 2007, the SciClone Board granted a one-year exemption to Sigma-Tau to enable it to acquire up to an additional 5 million SciClone shares.

The Settlement Agreement and the Zadaxin Agreement will be filed with the United States Securities and Exchange Commission within four business days and the summaries of those documents in this press release are qualified by reference to the full texts of those documents, as filed.

About SciClone

SciClone Pharmaceuticals (NASDAQ: SCLN) is a profit-driven international biopharmaceutical company with a successful international business and a product portfolio of novel therapies for cancer and infectious diseases. The Company is focused on achieving worldwide sales growth, a cost-containing clinical development strategy, and tight expense management. ZADAXIN is sold in over 30 countries for the treatment of hepatitis B and hepatitis C, certain cancers and as a vaccine adjuvant. SciClone’s pipeline of phase 2 and 3 drug candidates, includes: thymalfasin for stage IV melanoma for which the Company has reached agreement with the FDA on the design of a phase 3 trial; RP101 in phase 2 for the treatment of pancreatic cancer; SCV-07 in phase 2 trials for the treatment of HCV and oral mucositis; and, awaiting approval in China, DC Bead for the treatment of liver cancer. For additional information, please visit www.sciclone.com.

Forward-Looking Statements

To the extent that this press release contains forward-looking statements regarding the business, products or financial results of SciClone Pharmaceuticals, Inc., those statements are subject to risks and uncertainties that are difficult to predict and actual outcomes may differ materially. These risks and uncertainties include developments with respect to SciClone’s clinical programs and its products, competition, regulatory restrictions and other matters, as well as the effects of the Settlement Agreement and the Zadaxin Agreement. Please also refer to other risks and uncertainties described in SciClone’s filings with the Securities and Exchange Commission. All forward-looking statements are based on information currently available to SciClone and SciClone assumes no obligation to update any such forward-looking statements.

Important Information/ Solicitation Participants Legend

SciClone Pharmaceuticals, Inc. will file a proxy statement in connection with its 2009 annual meeting of stockholders and advises its stockholders to read that proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain a free copy of that proxy statement and other documents (when available) that SciClone files with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. That proxy statement and these other documents will also be

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available free of charge by directing a request to SciClone Pharmaceuticals, Inc., Attn: Investor Relations, 950 Tower Lane, Suite 900, Foster City, CA 94404, or from SciClone at www.sciclone.com.

SciClone, its directors and named executive officers may be deemed to be participants in the solicitation of proxies from the SciClone stockholders in connection with the 2009 annual meeting. Stockholders may obtain information regarding the names, affiliations and interests of such individuals (other than the three Sigma-Tau designees added as directors under the Settlement Agreement) in SciClone’s proxy statement filed on May 5, 2008 for the 2008 annual meeting of stockholders. To the extent that holdings of SciClone securities on the part of those individuals have changed since the date of that proxy statement, those changes have been reflected on Statements of Changes in Ownership on Forms 3 or 4 filed with the Securities and Exchange Commission. More current information regarding the interests of the directors and named executive officers of SciClone (including the three new directors) will be contained in the proxy statement referred to in the preceding paragraph.

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