SCICLONE PHARMACEUTICALS, INC.
This Agreement is dated as of _____________, 1998 (the "Effective Date"), and is made between SciClone
Pharmaceuticals, Inc., a California corporation, having its registered office at 901 Mariner's Island Blvd., San
Mateo, CA 94404 ("SciClone"), and Sclavo S.p.A., an Italian company, with a registered office located at Via
Florentina, 1, 53100 Siena, Italy ("Sclavo"). SciClone and Sclavo are hereinafter collectively called the "Parties",
or individually called a "Party".
A. SciClone Pharmaceuticals International Ltd. ("SPIL"), is a wholly owned subsidiary of SciClone, with a
registered office at Room 3705, Windsor House, 311 Gloucester Road, Causeway Bay, Hong Kong. SPIL and
Sclavo entered into a Manufacturing Services Agreement dated July 27, 1993 (the "Manufacturing Agreement").
B. SciClone and Sclavo entered into a License Agreement dated April 21, 1997 (the "License Agreement"),
pursuant to which SciClone granted certain license rights to Sclavo with respect to Thymosin alpha 1 ("TA-1") in
the Territory (hereinafter defined).
C. The Parties have determined that it is mutually desirable for SciClone to purchase and acquire from Sclavo all
of Sclavo's rights with respect to (i) the License Agreement and the Manufacturing Agreement and to terminate
said agreements, and (ii) the Licensed Products (hereinafter defined), in accordance with the terms of this
Agreement. The Parties have also determined it is mutually desirable for the Parties to enter into a distributorship
agreement, pursuant to which Sclavo would be granted certain distribution rights in Italy for the Licensed
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth, SciClone and
Sclavo agree as follows:
The following terms, as used in this Agreement, shall have the meanings set forth in this Article:
"Adverse Event" sh