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EXHIBIT 10.3
SECOND AMENDMENT TO ACQUISITION AGREEMENT
This SECOND AMENDMENT TO ACQUISITION AGREEMENT ("Second Amendment") is
dated as of November 6, 1998 (the "Effective Date"), by and among SciClone
Pharmaceuticals, Inc., a California corporation, ("SciClone"), Sclavo S.p.A., an
Italian company ("Sclavo") and Solar Developments and Partners ("Solar"), as
designee of Sclavo. SciClone, Sclavo and Solar are hereinafter referred to
individually as a "Party" or collectively as the "Parties." Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in
that certain Acquisition Agreement between SciClone and Sclavo, dated as of
April 20, 1998 (the "Acquisition Agreement"), as amended by that certain First
Amendment to Acquisition Agreement, dated as of April 20, 1998 (the "First
Amendment," and together with the Acquisition Agreement, the "Agreement").
RECITALS
WHEREAS, pursuant to the Agreement, SciClone acquired certain rights to
thymosin alpha 1 ("TA-1") in the Territory and agreed to issue certain shares of
its Common Stock and a warrant (the "Warrant") to Sclavo or its designee;
WHEREAS, pursuant to the Agreement, Sclavo designated Solar as recipient
of the shares of SciClone common stock and Warrant; and
WHEREAS, the Parties desire to amend certain provisions of the Agreement
relating to, among other things, resale of the shares of SciClone common stock
originally issued to Solar and the term of the Warrant, as set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE I
AGREEMENT
1.1 Section 5.4 of the Acquisition Agreement is hereby amended and
restated in its entirety to read as follows:
"5.4 Sclavo and Solar agree that Solar will not sell any of the
original number of Shares issued to Solar prior to May 5, 1999. Sclavo
and Solar agree that the resale of the Shares shall be made exclusively
through such reputable broker(s) each of which must be pre-approved in
writing by SciClone, which approval will not be withheld or delayed
unreasonably."
1.2 Section 3 of the First Amendment is hereby amended and restated
in its entirety to read as follows:
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"3. Stock Warrant. In consideration for this Amendment,
SciClone shall also grant to Sclavo at the Closing a Stock Warrant, in
customary form, entitling Sclavo to purchase up to 375,000 shares of
SciClone's Common Stock at an exercise purchase price of US $4.125 per
share, which Stock Warrant shall remain available for exercise until
June 29, 2003."
1.3 Except as amended hereby, the Agreement shall remain unchanged
and in full force and effect.
ARTICLE II
MISCELLANEOUS
2.1 Governing Law. This Second Amendment shall be governed by and
construed in accordance with the laws of the State of California as such laws
are applied to agreements between California residents entered into and to be
performed entirely within California.
2.2 Counterparts. This Second Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. Signatures may be transmitted by
facsimile, and once the Parties have transmitted their signatures, this Second
Amendment shall be binding and effective.
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IN WITNESS WHEREOF, the Parties by their authorized representatives have
executed this Second Amendment as of the date and year first above written.
SCLAVO S.p.A.
By: /s/ Xxxxx Xxxxxxxx
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Printed: _______________________________
Title: _________________________________
SOLAR DEVELOPMENTS AND PARTNERS
By: /s/ Xxxxx Xxxxxxx Xxxxxx
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Printed: _______________________________
Title: _________________________________
SCICLONE PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Printed: _______________________________
Title: _________________________________
[SIGNATURE PAGE TO SECOND AMENDMENT TO ACQUISITION AGREEMENT]