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EXHIBIT 10.4
AMENDMENT TO WARRANT
This AMENDMENT TO WARRANT ("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, as designee of Sclavo ("Solar").
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, as amended to
date (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 Warrant
relating to, among other things, 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 The first unnumbered paragraph of the Warrant is hereby restated
in its entirety to read as follows:
"THIS CERTIFIES that, for value received, Sclavo S.p.A. (the
"Holder"), is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after one day after the date
hereof and on or prior to June 29, 2003 (the "Termination Date") but not
thereafter, to subscribe for and purchase from SCICLONE PHARMACEUTICALS,
INC., a California corporation (the "Company"), three hundred
seventy-five thousand (375,000) shares of Common Stock (the "Warrant
Shares"). The purchase price of one share of Common Stock (the "Exercise
Price") under this Warrant shall be Four Dollars and Twelve and One-Half
Cents (US $4.125). The Exercise Price and the number of shares for which
the Warrant is exercisable shall be subject to adjustment as provided
herein."
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1.2 Except as amended hereby, the Warrant shall remain unchanged and
in full force and effect.
ARTICLE II
MISCELLANEOUS
2.1 Governing Law. This 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 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 Amendment shall be binding
and effective.
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IN WITNESS WHEREOF, the Parties by their authorized representatives have
executed this 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 AMENDMENT TO WARRANT]
