1
EXHIBIT 10.29
FIRST AMENDMENT TO ACQUISITION AGREEMENT
This First Amendment is entered into as of April ____, 1998 with
respect to that certain Acquisition Agreement dated as of April ____, 1998 (the
"Agreement"), made between SciClone Pharmaceuticals, Inc., a California
corporation ("SciClone"), and Sclavo S.p.A, an Italian company ("Sclavo"), with
respect to the following facts:
A. Various terms are defined in the Agreement, and said defined terms
shall have the same meaning in this Amendment.
B. Pursuant to Section 5.1 of the Agreement, SciClone is to pay to
Sclavo a Purchase Price consisting of (i) the Cash Price of US $1,000,000, and
(ii) the Shares consisting of SciClone's Common Stock having a value of US
$1,500,000.
C. Pursuant to the terms of this Amendment, Sclavo and SciClone have
agreed to reduce the Cash Price and to fix the number of the Shares, as set
forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth in this Amendment, SciClone and Sclavo hereby agree as
follows:
1. Cash Price. In lieu of the US $1,000,000 Cash Price set forth in
Section 5.1(a) of the Agreement, the Parties hereby mutually agree to reduce the
Cash Price to US $_________, which shall be the new, amended, defined "Cash
Price". In Section 3.2 of the Agreement, the US $900,000 figure is hereby
amended to be US $____________.
2. Shares. In lieu of the US $1,500,000 worth of the Shares as
specified in Section 5.1(a) of the Agreement, SciClone and Sclavo hereby
mutually agree that the number of the Shares to be issued by SciClone to Sclavo
as of the Closing Date shall be a fixed number of the Shares equal to _________
shares.
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 ___________ shares of SciClone's Common Stock
at an exercise purchase price of US $________ per share, which Stock Warrant
shall remain available for exercise until the second anniversary of the Closing
Date.
4. Effect. Excepting only as expressly set forth in this Amendment, all
of the other terms and provisions of the Agreement shall remain in full force
and affect.
IN WITNESS HEREOF, the parties by their authorized representative said
and executed this agreement as of the date in here first above written.
SCLAVO S.P.A. SCICLONE PHARMACEUTICALS, INC.
By:________________________________ By:________________________________
Title:_____________________________ Title:_____________________________
