Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 21, 2008, SciClone Pharmaceuticals, Inc., a Delaware corporation (the
“Company”) entered into a Change in Control Agreement with Cynthia Tuthill,
Ph.D., Senior Vice President, Scientific Affairs and Chief Scientific Officer
(the “Change in Control Agreement”). Pursuant to the Change in Control
Agreement, in the event Dr. Tuthill is involuntarily terminated within one year
following a change in control of the Company (as defined in such agreement), she
will be entitled to severance pay equal to seventy-five percent (75%) of her
annual base salary as in effect at the time of such termination, the immediate
vesting of any then-unvested portion of her options to purchase shares of Common
Stock of the Company and certain health care benefits. If Dr. Tuthill
voluntarily resigns or is terminated for cause, she will not be entitled to any
severance pay or benefits under the Change in Control Agreement.
The
foregoing description of the terms and conditions of the Change in Control
Agreement is qualified in its entirety by the actual terms and conditions of the
Change in Control Agreement as attached as Exhibit 99.1 to this Current Report
on Form 8-K.
Item
9.01. Financial Statements and Exhibits
(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Shell company transactions:
None
(d)
Exhibits
The
following exhibit is included with this Current Report on Form 8-K:
|
Exhibit
No.
|
Description
|
||
|
99.1
|
Change
in Control Agreement between SciClone Pharmaceuticals, Inc. and
Cynthia W. Tuthill, Ph.D. dated and effective as of February 21,
2008.
|
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:
February 21, 2008
|
SCICLONE
PHARMACEUTICALS, INC.
|
||
|
By:
|
/s/ Richard Waldron
|
||
|
Richard
Waldron
|
|||
|
Executive
Vice President & Chief
Financial Officer
|
|||
Exhibit
Index
|
Exhibit
No.
|
Description
|
||
|
Change
in Control Agreement between SciClone Pharmaceuticals, Inc. and
Cynthia W. Tuthill, Ph.D. dated and effective as of February 21,
2008.
|