Item
3.03.
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Material
Modification to Rights of Security
Holders.
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Sciclone Pharmaceutical - Recent Material EventAs
permitted in the previously-disclosed Rights Agreement dated as of December
19,
2006 between SciClone Pharmaceuticals, Inc. (the “Company”) and Mellon Investor
Services LLC (the “Rights Agreement”), on September 10, 2007, the Company’s
Board of Directors approved a potential increase in the number of shares
of the
Company’s Common Stock beneficially owned by Sigma Tau Finanziaria S.p.A.
(“Sigma Tau”), together with all 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 (as limited by subsections
(i) and (ii) of this sentence, a “Sigma Tau Ownership Increase”). The
Company has no agreement or arrangement with, nor any commitment from, Sigma
Tau
or any of its Affiliates or Associates with respect to any increase in their
beneficial ownership of shares of the Company’s Common Stock. 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 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, if any.
Sigma
Tau
is the Company’s European collaborative partner.
SIGNATURES
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.
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