SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 5)*

Under the Securities Exchange Act of 1934

SciClone Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

80862K104

(CUSIP Number)

Sigma-Tau Finanziaria S.p.A.

Corporate Legal Department

Attn: Fabio Amabile

Via Sudafrica, 20

Rome, Italy 00144

Tel. +39 06 54277176

With a copy to:

Peter R. Sternberg, Esq.

Orrick, Herrington & Sutcliffe, LLP

51 West 52nd Street

New York, NY  10019-6142

212-506-5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 30, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

	1	Name of Reporting Person: Paolo Cavazza
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds: PF, AF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization: Italy
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power: 822,815
			8	Shared Voting Power: 1,654,893
			9	Sole Dispositive Power: 822,815
			10	Shared Dispositive Power: 1,654,893
	11	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,477,708
	12	Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row 11: 4.3% (based on 57,847,367 shares of Common Stock outstanding as of March 5, 2012, as reported in the Issuer’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 15, 2012).
	14	Type of Reporting Person: IN

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	1	Name of Reporting Person: Sigma-Tau Finanziaria S.p.A.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds: AF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization: Italy
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power: 0
			8	Shared Voting Power: 0
			9	Sole Dispositive Power: 0
			10	Shared Dispositive Power: 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12	Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row 11: 0% (based on 57,847,367 shares of Common Stock outstanding as of March 5, 2012, as reported in the Issuer’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 15, 2012).
	14	Type of Reporting Person: CO

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	1	Name of Reporting Person: Defiante Farmaceutica S.A.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds: WC, AF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization: Portugal
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power: 0
			8	Shared Voting Power: 0
			9	Sole Dispositive Power: 0
			10	Shared Dispositive Power: 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12	Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row 11: 0% (based on 57,847,367 shares of Common Stock outstanding as of March 5, 2012, as reported in the Issuer’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 15, 2012).
	14	Type of Reporting Person: CO

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This Amendment No. 5 relates to the Schedule 13D filed with the U.S. Securities and Exchange Commission on December 16, 2008, by Paolo Cavazza, Claudio Cavazza, Sigma-Tau Finanziaria S.p.A., Defiante Farmaceutica S.A., Aptafin S.p.A. and Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA relating to the Common Stock, $0.001 par value per share (the “Common Stock”), of SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed on January 2, 2009, Amendment No. 2 filed on March 31, 2009, Amendment No. 3 filed on July 13, 2010 (pursuant to which Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA ceased to be a Reporting Person and Sinaf S.A. became a Reporting Person) and Amendment No. 4 filed on July 18, 2011 (pursuant to which the Reporting Persons ceased to act together as a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and Claudio Cavazza, Aptafin S.p.A. and Sinaf S.A. ceased to be Reporting Persons) (collectively, the “Schedule 13D”).  For purposes of this Schedule 13D, Paolo Cavazza, Sigma-Tau Finanziaria S.p.A. (“Sigma-Tau”) and Defiante Farmaceutica S.A. (“Defiante”) are collectively referred to as the “Reporting Persons.”

As a result of the transactions reported in Item 4 of this Schedule 13D below, the Reporting Persons beneficially own less than 5% of the outstanding Common Stock of the Issuer and, accordingly, this is an exit filing for the Reporting Persons.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The Issuer filed (i) a shelf registration statement on Form S-3 dated March 15, 2012, as amended by Post-Effective Amendment No. 1 dated April 20, 2012, and (ii) a prospectus supplement dated April 30, 2012 (the “Prospectus Supplement”), with the U.S. Securities and Exchange Commission (the “SEC”) for the resale of up to 9,458,646 shares of the Issuer’s Common Stock beneficially owned by the Reporting Persons (the “Shares”).  On April 30, 2012, Defiante agreed to sell 6,328,469 of the Shares to certain institutional investors in privately negotiated transactions at a price per share of $5.25.  In addition, on April 30, 2012, the Issuer agreed to repurchase directly from Defiante, Aptafin S.p.A. and Sinaf S.A. 252,469, 252,469 and 147,531 of the Shares, respectively, at a price per share of $5.25 pursuant to the terms of the Issuer’s previously announced stock repurchase plan.  Paolo Cavazza was the indirect beneficial owner of the Shares sold by Aptafin S.p.A. and Sinaf S.A. pursuant to the stock repurchase plan.  In connection with the foregoing dispositions by the Reporting Persons of an aggregate of 6,980,938 shares (the “April Dispositions”), Defiante, Paolo Cavazza, Aptafin S.p.A. and Sinaf S.A. have agreed with the Issuer (a) not to otherwise dispose of the Issuer’s Common Stock for a period commencing on April 30, 2012 and ending on July 29, 2012 (the “First Lock-Up Period”) without the prior written consent of the Issuer and (b) thereafter, not to dispose of more than 1,000,000 shares of the Issuer’s Common Stock during the period commencing at the end of the First Lock-Up Period and ending on October 27, 2012 without the prior written consent of the Issuer, in each case subject to exceptions for (a) block trades, defined as privately negotiated transactions executed apart and away from the Nasdaq market and (b) certain transfers among such parties or between such parties and their affiliates (such agreement, the “Lock-Up Agreement”).

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The shares of the Issuer’s Common Stock held by the Reporting Persons following the April Dispositions (the “Retained Shares”) shall be held by the Reporting Persons for investment purposes.  Depending on various factors, including the price levels of the securities of the Issuer, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Retained Shares as they deem appropriate, including, without limitation, but subject to the Lock-Up Agreement, (i) selling from time to time some or all of the Retained Shares and/or (ii) otherwise changing their intention with respect to any and all matters referred to in this Item 4 of Schedule 13D.  Subject to the terms of the Lock-Up Agreement, the Reporting Persons intend from time to time, subject to market conditions, to discuss with potential underwriters, broker-dealers and others the possibility of an opportunistic disposition of some or all of the Retained Shares in an underwritten offering, a block trade or other sales.

Except as set forth herein or as would occur upon completion of any of the actions described herein, the Reporting Persons have no definite plans or proposals that relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.  Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future.

Item 5. Interest in Securities of the Company.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a), (b) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, following the April Dispositions, Paolo Cavazza may be deemed to be the beneficial owner of 2,477,708 shares of Common Stock of the Issuer, which constitutes approximately 4.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Paolo Cavazza has the sole power to vote or to direct the vote is 822,815.  The number of shares of Common Stock as to which Paolo Cavazza shares the power to vote or to direct the vote is 1,654,893.  The number of shares of Common Stock as to which Paolo Cavazza has the sole power to dispose or to direct the disposition is 822,815.  The number of shares of Common Stock as to which Paolo Cavazza shares the power to dispose or to direct the disposition is 1,654,893.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, following the April Dispositions, Sigma-Tau may be deemed to be the beneficial owner of zero shares of Common Stock of the Issuer, which constitutes 0% of the Common Stock outstanding.  The number of shares of Common Stock as to which Sigma-Tau has the sole power to vote or to direct the vote is zero.  The number of shares of Common Stock as to which Sigma-Tau shares the power to vote or to direct the vote is zero.  The number of shares of Common Stock as to which Sigma-Tau has the sole power to dispose or to direct the disposition is zero.  The number of shares of Common Stock as to which Sigma-Tau shares the power to dispose or to direct the disposition is zero.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, following the April Dispositions, Defiante may be deemed to be the beneficial owner of zero shares of Common Stock of the Issuer, which constitutes 0% of the Common Stock outstanding.  The number of shares of Common Stock as to which Defiante has the sole power to vote or to direct the vote is zero.  The number of shares of Common Stock as to which Defiante shares the power to vote or to direct the vote is zero.  The number of shares of Common Stock as to which Defiante has the sole power to dispose or to direct the disposition is zero.  The number of shares of

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Common Stock as to which Defiante shares the power to dispose or to direct the disposition is zero.

Percentage interest calculations for the Reporting Persons are based upon the Issuer having 57,847,367 shares of Common Stock outstanding as of March 5, 2012, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 15, 2012.

(c)  The information set forth in the first paragraph of Item 4 of this Schedule 13D above is hereby incorporated by reference in response to this Item 5(c).

(d)  Not applicable.

(e)  The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock of the Issuer on April 30, 2012 and are no longer Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The matters set forth in Item 4 are incorporated into this Item 6 by reference as if fully set forth herein.

In connection with the filing of the Prospectus Supplement, Defiante, Paolo Cavazza, Aptafin S.p.A. and Sinaf S.A. entered into a Letter Agreement with the Issuer, dated April 30, 2012, pursuant to which they agreed to reimburse the Issuer for certain expenses relating to such registration for resale and entered into the Lock-Up Agreement.  Pursuant to such Letter Agreement, Defiante, Paolo Cavazza, Aptafin S.p.A. and Sinaf S.A. also agreed to indemnify the Issuer for any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from certain filings made by the Issuer with the SEC in connection with the April Dispositions if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer or its representatives by or on behalf of the Reporting Persons specifically for use in such filings.  The foregoing summary of the Letter Agreement is qualified by reference to the text of the Letter Agreement, which is incorporated in its entirety herein by reference.

In addition, in connection with the sale of 6,328,469 shares of the Issuer’s Common Stock to certain institutional investors, Defiante entered into an Engagement Letter with Jefferies & Company, Inc. (“Jefferies”), dated April 30, 2012, pursuant to which Jefferies agreed to serve as placement agent for those shares.  The foregoing summary of the Engagement Letter is qualified by reference to the text of the Engagement Letter, which is incorporated in its entirety herein by reference.

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Item 7. Material to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following exhibits:

Exhibit 22Letter Agreement, dated April 30, 2012, by and between Defiante, Paolo Cavazza, Aptafin S.p.A. and Sinaf S.A., on the one hand, and the Issuer, on the other hand.

Exhibit 23Engagement Letter, dated April 30, 2012, by and between Defiante and Jefferies.

[Signature page to follow]

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

May 2, 2012

PAOLO CAVAZZA
By:	/s/ Fabio Poma
	Name: Fabio Poma
	Title: Attorney-in-fact
SIGMA-TAU FINANZIARIA S.P.A.
By:	/s/ Fabio Amabile
	Name: Fabio Amabile
	Title: Attorney-in-fact
DEFIANTE FARMACEUTICA S.A.
By:	/s/ Fabio Amabile
	Name: Fabio Amabile
	Title: Attorney-in-fact

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EX-22

EXHIBIT 22

Defiante Farmacêutica, S.A.

Aptafin S.p.A.

Sinaf S.A.

Paolo Cavazza

c/o Sigma-Tau Finanziaria S.p.A.

Corporate Legal Department

Attn: Fabio Amabile

Via Sudafrica, 20

Rome, Italy 00144

Ladies and Gentlemen:

In order to induce SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to name Defiante Farmacêutica, S.A., Aptafin S.p.A., Sinaf S.A. and Mr. Paolo Cavazza (each a “Selling Stockholder” and collectively, the “Selling Stockholders”) as selling stockholders in the prospectus supplement (the “Prospectus”) that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-180131), as amended (the “Registration Statement”), and in consideration of the efforts the Company will expend in connection with the same, the undersigned Selling Stockholder agrees to reimburse the Company for fees and expenses incurred by the Company (including, without limitation, the reasonable out-of-pocket expenses related to preparation and filing of the Prospectus, the management presentations given in connection with the sale of shares of the Company’s common stock contemplated by the Prospectus (including, but not limited to, airfare, hotel and other expenses incurred in connection therewith, and the fees and expenses of the Company’s outside legal counsels, independent registered public accounting firm and investor relations firm in an aggregate amount not to exceed $125,000).  The undersigned Selling Stockholder agrees to pay such expenses by wire transfer of immediately available funds promptly following receipt of reasonable documentation of such fees and expenses, but in no event more than three business days thereafter.

No Selling Stockholder may make any sale pursuant to the Prospectus prior to such Selling Stockholder’s execution of this agreement.

Simultaneous with the execution and delivery of this letter agreement, each of the undersigned shall execute and deliver to the Company a lock-up letter agreement in the form of Exhibit A attached hereto.

By executing this letter agreement, the undersigned Selling Stockholder agrees to the indemnification provisions set forth in Exhibit B hereto, which provisions are incorporated into this letter agreement by reference and made a part hereof.

The Company, on the one hand, and the other parties hereto, on the other hand, represent

and warrant to each other that this letter agreement has been duly authorized and represents the legal, valid, binding and enforceable obligation of such party and that neither this letter agreement nor the consummation of the transactions contemplated hereby requires the approval or consent of any governmental or regulatory agency or other third party or violates any law, regulation, contract or order binding on such party.  This letter agreement, including the exhibits hereto, represents the entire understanding among the parties hereto, and all prior discussions are merged herein.  This letter shall be governed by the internal laws of the State of Delaware applicable to contracts wholly executed and performed therein and may be amended only by written instrument executed by each of the parties hereto.

(Remainder of this page intentionally left blank; signatures begin on the next page.)

Very truly yours,
SciClone Pharmaceuticals, Inc.
By:	/s/ Friedhelm Blobel
Name: Friedhelm Blobel
Title: CEO and President

ACKNOWLEDGED AND AGREED THIS 30TH DAY OF APRIL, 2012
DEFIANTE FARMACÊUTICA, S.A.
By:	/s/ Paulo Viegas
Name: Paulo Viegas
Title: CEO

ACKNOWLEDGED AND AGREED THIS 30TH DAY OF APRIL, 2012

APTAFIN S.P.A.

By:	/s/ Emanuela Cavazza
Name: Emanuela Cavazza
Title: Vice President, Board of Directors

ACKNOWLEDGED AND AGREED THIS 30TH DAY OF APRIL, 2012

SINAF S.A.

By:	/s/ Fabio Poma
Name: Fabio Poma
Title: Authorized Person

ACKNOWLEDGED AND AGREED THIS 30TH DAY OF APRIL, 2012

PAOLO CAVAZZA

/s/ Paolo Cavazza

EXHIBIT A

A-1

LOCK-UP LETTER AGREEMENT

April 30, 2012

SciClone Pharmaceuticals, Inc.

950 Tower Lane, Suite 900

Foster City, California 94404

Ladies and Gentlemen:

The undersigned agrees that to induce SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to name the undersigned as a selling stockholder in the prospectus supplement (the “Prospectus”) that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-180131):

(i)            the undersigned hereby agrees that, without the prior written consent of the Company, it will not, during the period commencing on the date hereof and ending on July 29, 2012 (the “First Restricted Period”), directly or indirectly (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock.  Without limiting other remedies available to the Company, the undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock; and

(ii)           the undersigned hereby agrees that, without the prior written consent of the Company, it will not, during the period commencing on July 29, 2012 and ending on October 27, 2012 (the “Second Restricted Period”), directly or indirectly (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company’s Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by

A-2

delivery of Common Stock or such other securities, in cash or otherwise, or (3) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock.  Without limiting other remedies available to the Company, the undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock.

The foregoing restrictions shall not apply to (a) up to 1,000,000 shares sold in the aggregate by all selling stockholders named in the Prospectus during the Second Restriction Period, (b) block trades, which for purposes herein is a privately negotiated transaction which is executed apart and away from the Nasdaq market or (c) transfers among the undersigned or to any affiliates of the undersigned; provided that in the case of any transfer pursuant to clause (c), (i) each transferee shall sign and deliver a lock-up letter substantially in the form of this letter, (ii) any such transfer shall not involve a disposition for value, and (iii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the First Restricted Period or the Second Restricted Period.

If the undersigned is an entity, the undersigned further represents and warrants that it has full power and authority to execute and deliver this agreement and that such execution and delivery has been duly authorized by all necessary or advisable action of the undersigned.

The undersigned understands that the Company is relying upon this agreement in proceeding toward the filing of the Prospectus.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Very truly yours,

(Name)

(Address)

EXHIBIT B

(a)           Obligations of the Selling Stockholders to Indemnify.  Each selling stockholder shall, severally and not jointly, indemnify, defend and hold harmless the Company, its officers, directors, employees, legal counsel and accountants, each person or entity controlling the Company within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel) to which each such indemnified party may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended, or otherwise (collectively, “Claims”) insofar as such Claims arise out of are based upon any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, the Registration Statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or any free writing prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such selling stockholder specifically for use therein, and each such selling stockholder shall reimburse such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided that in no event shall any indemnity under this subsection (a) exceed the net proceeds from an offering under the Registration Statement received by such selling stockholder, except in the case of willful fraud by such selling stockholder.  Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of the securities the selling stockholder beneficially owns that are disclosed in the Prospectus (the “Registrable Securities”).

(b)           Procedure.  Any person entitled to indemnification under this letter agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Exhibit B, but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraph of this Exhibit B, except to the extent the indemnifying party is materially and actually prejudiced thereby, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this letter agreement.  In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof (as required above), the indemnifying party shall be entitled to participate therein and to assume the defense thereof jointly with any other indemnifying party similarly notified, to the extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (ii) if such

B-1

indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified party which are not available to the indemnifying party or which may conflict with those available to another indemnified party with respect to such Claim; or (iii) if representation of both parties by the same counsel is otherwise, in the reasonable opinion of outside counsel to the indemnified party, a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any reasonable expenses therefor.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(c)           Contribution.  If for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under clause (a) of this Exhibit B, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such Claim, as well as other relevant equitable considerations.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations.  The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Exhibit B were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Exhibit B.  The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(d)            Payments.  The indemnification and contribution required by this Exhibit B shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is

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incurred.

(e)           Survival.  The indemnification and contribution provided for under this letter agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and will survive the transfer of any Registrable Securities.

B-3

EX-23

EXHIBIT 23

Strictly Confidential

Engagement Letter

April 30, 2012

DEFIANTE FARMACÊUTICA, S.A.

Rua da Alfandega, n 78, 3

9000-059 Funchal

Portugal

Re: Sale of Securities Transaction

This agreement (this “Agreement”) will confirm the arrangements under which Jefferies & Company, Inc. (“Jefferies”) has been engaged by Defiante Farmacêutica, S.A., a corporation organized under the laws of Portugal (the “Selling Stockholder”), which is an affiliate of Sigma-Tau Finanziaria S.p.A (“Sigma-Tau”), to act as set forth below in connection with one or more possible Transactions (as defined below).

1.Retention.      The Selling Stockholder hereby retains and authorizes Jefferies, during the term of this engagement, to act as sole and exclusive placement agent in connection with any transaction (a “Transaction”) involving the sale and/or placement of that number of shares of common stock of SciClone Pharmaceuticals, Inc. (the “Company”) set forth below the Selling Stockholder’s signature hereto which are held by the Selling Stockholder (the “Securities”).  For the avoidance of doubt, if a Transaction is executed in more than one issuance or tranche, each shall be deemed to be a Transaction for the purposes of this Agreement.  It is understood and agreed that the engagement of Jefferies pursuant to this Agreement is not an express or implied commitment by, nor shall this Agreement otherwise create any obligation on, Jefferies to underwrite, place or purchase any Securities or otherwise provide or arrange any financing.  The date of closing of the Transaction, which is expected to be May 3, 2012, shall be referred to herein as the “Closing Date”.

2.Cooperation.

(a)The Selling Stockholder agrees to promptly advise Jefferies of all developments of which it has actual knowledge materially affecting any proposed Transaction or the completeness or accuracy of the information previously furnished to Jefferies, and agrees that no material initiatives relating to the proposed Transaction will be taken without Jefferies having been consulted in advance thereof.  If any Selling Stockholder or, to any Selling Stockholder’s knowledge, any of its securityholders, affiliates or other advisors or representatives are contacted by any party concerning a potential Transaction, such Selling Stockholder will promptly inform Jefferies of such inquiry, and all relevant details thereof.

(b)The Selling Stockholder acknowledges that Jefferies (i) will be relying on information and data provided to Jefferies (including, without limitation, information provided by or on behalf of a Selling Stockholder, Sigma-Tau and/or the Company) and

available from generally recognized public sources, without having independently verified the accuracy or completeness thereof, and (ii) does not assume responsibility for the accuracy or completeness of any such information and data.

(c)The Selling Stockholder acknowledges that is it not in possession of material non-public information about the Company.  The Selling Stockholder represents and warrants that such person or entity is the sole owner of the Securities and has good, valid and marketable title to such Securities free and clear of all restrictions, claims, liens, charges, encumbrances and equities whatsoever.  The Selling Stockholder represents that he or it has full right, power and authority to sell, transfer and deliver such Securities and will transfer good, valid and marketable title thereto free and clear of any restriction, claim, lien, charge, encumbrance or equity whatsoever.

(d)The Selling Stockholder agrees that Jefferies will be entitled to rely, as an express third-party beneficiary, on (i) any opinion of counsel to the Selling Stockholder (if any) provided to investors in such Transaction, and (ii) Jefferies will be entitled to rely, as an express third-party beneficiary, on the representations, warranties and covenants of the Selling Stockholder and the investors in such Transaction that are set forth in the definitive agreement between the Selling Stockholder and the investors in such Transaction (such agreement or agreements (if any), collectively, the “Purchase Agreement”).  The Purchase Agreement (if any) shall be in form and substance reasonably satisfactory to Jefferies.

3.Use of Name, Agreement.  The Selling Stockholder agrees that any reference to Jefferies in any release, communication or other material is subject to Jefferies’ prior written approval, which may be given or withheld in its reasonable discretion, for each such reference. The Selling Stockholder agrees not to disclose this Agreement, the contents hereof or the activities of Jefferies pursuant hereto to any other party without the prior approval of Jefferies.

4.Compensation.  Promptly upon the closing of each Transaction, the Selling Stockholder shall pay to Jefferies a cash fee (the “Transaction Fee”) in an amount equal to 5.0% of the aggregate gross proceeds received from the sale of the Securities (“Gross Proceeds”) which shall be the sole fee owed by the Selling Stockholder to Jefferies in connection with such Transaction.

5.Expenses.  In addition to any fees that may be paid to Jefferies hereunder, whether or not any Transaction occurs, the Selling Stockholder will reimburse Jefferies, promptly upon receipt of an invoice therefor for such Selling Stockholder’s Proportionate Share (as defined below) of all out-of-pocket expenses (including fees and expenses of its counsel, and the fees and expenses of any other independent experts retained by Jefferies) reasonably incurred by Jefferies and its designated affiliates in connection with the engagement contemplated hereunder; provided that the amount of such fees and expenses for which Jefferies shall seek reimbursement from the Selling Stockholder under this Section 5 shall not exceed the Proportionate Share of $30,000 in the aggregate without the Selling Stockholder’s consent (not to be unreasonably withheld).  The “Proportionate Share” shall be a fraction, the numerator of which is the number of Securities sold pursuant

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to the Transaction, and the denominator of which is the total number of shares of stock of the Company sold by affiliates of Sigma-Tau pursuant to an agreement entered into by Jefferies with such affiliates (“Selling Stockholder Affiliates”) on the date of this Agreement.

6.Indemnification, etc.  As further consideration under this Agreement, the Selling Stockholder shall indemnify and hold harmless the Indemnified Persons (as defined in Schedule A) in accordance with Schedule A.  The terms and provisions of Schedule A are incorporated by reference herein, constitute a part hereof and shall survive any termination or expiration of this Agreement.  Neither Jefferies nor any of the Indemnified Persons shall be responsible or have any liability for any indirect, special or consequential damages arising out of or in connection with this Agreement or the transactions contemplated hereby, even if advised of the possibility thereof.

7.Termination.  Jefferies’ engagement hereunder will commence upon the execution of this Agreement by the Selling Stockholder and Jefferies, and will conclude upon the earlier of (a) the Closing Date, (b) three (3) days after delivery of written notice from any Selling Stockholder to Jefferies of termination or (c) three (3) days after delivery of written notice from Jefferies to the Selling Stockholder of termination. Upon any termination of this Agreement, the Selling Stockholder shall promptly pay Jefferies any accrued but unpaid fees hereunder, and shall reimburse Jefferies for any unreimbursed expenses that are reimbursable hereunder.  Upon any termination of this Agreement, the rights and obligations of the parties hereunder shall terminate, except for the obligations set forth in Sections 3-7, 9-17, and Schedule A, which shall survive such termination; provided that Sections 4 and 5 shall only apply to a Transaction that occurs prior to termination.

8.Exclusivity.  During the term of this Agreement, the Selling Stockholder agrees, that it will not, directly or indirectly, offer any Securities or solicit an offer to purchase any Securities, or otherwise contact or enter into a discussion with any other party in connection with the structuring, issuance, sale, arrangement, placement or purchase of Securities, other than through Jefferies. In addition, and without limiting the foregoing, during the term of this Agreement, the Selling Stockholder will not, and will not permit any securityholder, affiliate, advisor or representative of such Selling Stockholder to engage any other party to perform any services or act in any capacity for which Jefferies has been engaged pursuant to this Agreement with respect to any potential Transaction without the prior written approval of Jefferies.

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9.Other Transactions; Disclaimer.

(a)The Selling Stockholder acknowledges that Jefferies’ parent, Jefferies Group, Inc. (collectively with its subsidiaries and affiliates, the “Jefferies Group”) is a full service financial institution engaged in a wide range of investment banking and other activities (including investment management, corporate finance, securities issuing, trading and research and brokerage activities) from which conflicting interests, or duties, may arise.  Information that is held elsewhere within the Jefferies Group, but of which none of the individuals in Jefferies’ investment banking department involved in providing the services contemplated by this Agreement actually has (or without breach of internal procedures can properly obtain) knowledge, will not for any purpose be taken into account in determining Jefferies’ responsibilities to the Selling Stockholder under this Agreement.  Neither Jefferies nor any other part of the Jefferies Group will have any duty to disclose to the Selling Stockholder or utilize for the Selling Stockholder ‘s benefit any non-public information acquired in the course of providing services to any other party, engaging in any transaction (on its own account or otherwise) or otherwise carrying on its business.  In addition, in the ordinary course of business, the Jefferies Group may trade the securities of Sigma-Tau and of potential participants in the transactions contemplated hereby for its own account and for the accounts of customers, and may at any time hold a long or short position in such securities.  Jefferies recognizes its responsibility for compliance with federal securities laws and regulations in connection with such activities.   Further, the Selling Stockholder acknowledges that from time to time Jefferies’ research department may publish research reports or other materials, the substance and/or timing of which may conflict with the views or advice of the members of Jefferies’ investment banking department, and may have an adverse effect on Sigma-Tau’s interests in connection with the Transaction or otherwise.  Jefferies’ investment banking department is managed separately from its research department, and does not have the ability to prevent such occurrences.  The Jefferies Group, its directors, officers and employees may also at any time invest on a principal basis or manage or advise funds that invest on a principal basis in any company that may be involved in the transactions contemplated hereby.

(b)The Selling Stockholder acknowledges and agrees that (i) Jefferies will act as an independent contractor hereunder, its responsibility is solely owed to the Selling Stockholder and contractual in nature, and Jefferies does not owe the Selling Stockholder, or any other person or entity (including, without limitation, any securityholders, affiliates, creditors or employees of the Selling Stockholder), any fiduciary or similar duty as a result of its engagement hereunder or otherwise (except for those duties of Jefferies expressly agreed to herein), (ii) Jefferies and its affiliates will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by any third parties who are providing services to the Selling Stockholder, (iii) Jefferies is not an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction, (iv) the Selling Stockholder has consulted, and will consult, as appropriate, with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of this Agreement and the transactions contemplated hereby, and that Jefferies and its affiliates shall have no responsibility or liability with respect

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thereto, and (v) the Selling Stockholder is capable of evaluating the merits and risks of such transactions and the fees payable in connection therewith and that it understands and accepts the terms, conditions, and risks of such transactions and fees.

(c)In connection with any Transaction involving the offer and sale by any Selling Stockholder of any securities, (i) such sale, including the determination of the price of such securities, shall be an arm’s-length commercial transaction between the Selling Stockholder and the other parties to a Transaction, (ii) Jefferies will not be the agent or fiduciary of the Selling Stockholder or its securityholders, affiliates, creditors, employees or any other party, (iii) Jefferies shall not assume fiduciary responsibility in favor of the Selling Stockholder (irrespective of whether Jefferies has advised or is currently advising the Selling Stockholder on other matters) and Jefferies shall have no obligation to the Selling Stockholder with respect to the Transaction except as may be set forth herein, and (iv) the Selling Stockholder agrees that it will not hold Jefferies liable or responsible in the event that a Transaction is not successfully consummated, including but not limited to, as a result of an adverse change in the financial or securities markets, insufficient demand for instruments similar to the Securities or lack of interest by investors in the Transaction.

10.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

11.Exclusive Jurisdiction.

(a)Except as set forth below, the parties agree that any dispute, claim or controversy directly or indirectly relating to or arising out of this Agreement, the termination or validity of this Agreement, any alleged breach of this Agreement, the engagement contemplated by this Agreement or the determination of the scope of applicability of this agreement to this Section 11 (any of the foregoing, a “Claim”) shall be commenced in the Commercial Division of the Supreme Court of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters and shall decide the merits of each claim on the basis of the internal laws of the State of New York without regard to principles of conflicts of law. The Selling Stockholder and Jefferies agree and consent to personal jurisdiction, service of process and venue of such courts, waive all right to trial by jury for any claim and agree not to assert the defense of forum non-conveniens.  The Selling Stockholder and Jefferies also agree that service of process may be effected through next-day delivery using a nationally-recognized overnight courier or personally delivered to the addresses set forth or referred to in Section 14 hereof.  The Selling Stockholder shall pay all of Jefferies’ costs and expenses (including, without limitation, fees and expenses of counsel) in an enforcement proceeding if the court in such proceeding determines that Jefferies is entitled to recover amounts due hereunder.  The Selling Stockholder and Jefferies further agree that a final, non-appealable judgment in respect of any claim brought in any such court shall be binding and may be enforced in any other court having jurisdiction over the party against whom the judgment is sought to be enforced.  The Selling Stockholder also hereby consents to personal jurisdiction, service and venue in any court in which any action (as

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defined in Schedule A) is brought by any third party against Jefferies or any Indemnified Person.

(b)The Selling Stockholder irrevocably appoints Sigma-Tau Pharmaceuticals, Inc., 9641 Washingtonian Blvd, Suite 500, Gaithersburg, Maryland 20878, Attn. Fabio Amabile, Assistant Secretary, to be its agent for the receipt of Service Documents.  If the agent at any time ceases for any reason to act as such, the Selling Stockholder shall appoint a replacement agent having an address for service in New York and shall notify Jefferies of the name and address of the replacement agent.  Failing such appointment and notification, Jefferies shall be entitled by notice to the Selling Stockholder to appoint a replacement agent to act on behalf of the Selling Stockholder.  The provisions of this clause applying to service on an agent apply equally to service on a replacement agent. A copy of any Service Document served on an agent shall be sent by post to the Selling Stockholder.  Failure or delay in so doing shall not prejudice the effectiveness of service of the Service Document. “Service Document” means a claim form, application notice, order, judgment or any other document relating to any Claim. The persons identified in Section 15(a) below shall also be provided with a copy of any Service Document sent to the Selling Stockholder under this Section 12.

12.Payments.  All payments to be made to Jefferies hereunder shall be non-refundable and made in cash by wire transfer of immediately available U.S. funds.  No fee payable to Jefferies hereunder shall be credited against any other fee due to Jefferies.  The Selling Stockholder’s obligation to pay any fee or expense set forth herein shall be absolute and unconditional and shall not be subject to reduction by way of setoff, recoupment or counterclaim.

13.Announcements, etc.  The Selling Stockholder agrees that Jefferies may, following consummation of a Transaction, describe the Transaction in any form of media or in Jefferies’ marketing materials, stating Jefferies’ role and other material terms of the Transaction and using any Selling Stockholder’s name and logo in connection therewith. The Selling Stockholder agrees that any press release it may issue announcing a Transaction will, at Jefferies’ request, contain a reference to Jefferies’ role in connection with the Transaction in form and substance reasonably satisfactory to Jefferies. To the extent the Transaction is not publicly announced, Jefferies agrees that any reference to any Selling Stockholder in any public release is subject to such Selling Stockholder’s prior written approval for the first use thereof, which may be given or withheld in its reasonable discretion.

14.Notices.  Notice required to be given in writing pursuant to any of the provisions of this Agreement shall be mailed by next-day delivery using an internationally-recognized overnight courier or hand-delivered (a) if to the Selling Stockholder, c/o Sigma-Tau Finanziaria S.p.A, Via Sudafrica, 20-00144 Roma Italia, Attention Fabio Amabile, with a copy by email to fabio.amabile@sigmataufin.com and a copy to Peter Sternberg at psternberg@orrick.com and (b) if to Jefferies, at 520 Madison Avenue, New York, New York 10022, Attention: General Counsel.

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15.Miscellaneous.  This Agreement and the confidentiality agreement between the parties dated April 24, 2012, constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be amended or modified except in writing signed by each party hereto. This Agreement may not be assigned by either party hereto without the prior written consent of the other, to be given in the sole discretion of the party from whom such consent is being requested.  Any attempted assignment of this Agreement made without such consent shall be void and of no effect, at the option of the non-assigning party.  This Agreement is solely for the benefit of the Selling Stockholder, Jefferies and, to the extent expressly set forth herein, the Indemnified Persons and no other party shall be a third party beneficiary to, or otherwise acquire or have any rights under or by virtue of, this Agreement; provided that Jefferies may, in the performance of its services hereunder, procure the services of other members of the Jefferies Group (as defined above), which members shall be entitled to the benefits and subject to the terms of this Agreement.  If any provision hereof shall be held by a court of competent jurisdiction to be invalid, void or unenforceable in any respect, or against public policy, such determination shall not affect such provision in any other respect nor any other provision hereof.  Headings used herein are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.  This Agreement may be executed in facsimile or other electronic counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document.  This Agreement has been reviewed by each of the signatories hereto and its counsel.  There shall be no construction of any provision against Jefferies because this Agreement was drafted by Jefferies, and the parties waive any statute or rule of law to such effect.

16.Patriot Act.  Jefferies hereby notifies the Selling Stockholder that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act. Pub. L. N 109-177 (Mar. 9, 2006) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Selling Stockholder in a manner that satisfies the requirements of the Patriot Act.  This notice is given in accordance with the requirements of the Patriot Act.

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Please sign below and return to Jefferies to indicate the Selling Stockholder’s acceptance of the terms set forth herein, and once executed by each of Jefferies and the Selling Stockholder, this Agreement shall constitute a binding agreement between the Selling Stockholder and Jefferies as of the date first written above.

	Sincerely,
	JEFFERIES & COMPANY, INC.
	/s/ Michael Brinkman
	Name: Michael Brinkman
	Title: Managing Director
Accepted and Agreed:
DEFIANTE FARMACÊUTICA, S.A.
/s/ Paulo Viegas
Name: Paulo Viegas
Title: CEO

Number of Shares of the Company to be sold: 6,328,469

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SCHEDULE A

Reference is made to the Agreement attached hereto between Jefferies and the Selling Stockholder.  Unless otherwise noted, all capitalized terms used herein shall have the meanings set forth in the Agreement.

As further consideration under the Agreement, the Selling Stockholder agrees to indemnify and hold harmless Jefferies and its affiliates, and each of their respective officers, directors, managers, members, partners, employees and agents, and any other persons controlling Jefferies or any of its affiliates (collectively, “Indemnified Persons”), to the fullest extent lawful, from and against any claims, liabilities, losses, damages, costs and expenses (or any action, claim, suit or proceeding (an “Action”) in respect thereof), as incurred, (a) resulting from any untrue or alleged untrue statement of material fact contained in the Materials or other information provided by or on behalf of the Selling Stockholder to Jefferies, investors or parties to a Transaction, or omission or alleged omission to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading or (b) otherwise resulting from, related to, arising out of or in connection with Jefferies’ services (whether occurring before, at or after the date hereof) under the Agreement, the Transaction or any proposed transaction contemplated by the Agreement or any Indemnified Person’s role in connection therewith, whether or not resulting from an Indemnified Person’s negligence (“Losses”), provided, however, that, in the case of the foregoing clause (b), a Selling Stockholder shall not be responsible for any Losses that arise out of or are based on any action of or failure to act by Jefferies to the extent such Losses are determined, by a final, non-appealable judgment by a court, to have resulted primarily and directly from an Indemnified Person’s gross negligence or willful misconduct (other than an action or failure to act undertaken at the request or with the consent of the Selling Stockholder).

The Selling Stockholder agrees that no Indemnified Person shall have any liability to the Selling Stockholder or its owners, parents, affiliates, securityholders or creditors for any Losses, except to the extent such Losses are determined, by a final, non-appealable judgment by a court, to have resulted primarily and directly from an Indemnified Person’s gross negligence or willful misconduct (other than an action or failure to act undertaken at the request or with the consent of a Selling Stockholder).

The Selling Stockholder agrees that it will not settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate, any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party to such Action) unless Jefferies has given its prior written consent, or the settlement, compromise, consent or termination (i) includes an express unconditional release of such Indemnified Person from all Losses arising out of such Action and (ii) does not include any admission or assumption of fault on the part of any Indemnified Person.

No Indemnified Person shall settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate, any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not one or more Selling Stockholder is a party to such Action) unless (i) the Selling Stockholder have given their prior written consent (which shall not be unreasonably withheld), or (ii) the Selling Stockholder shall not have reimbursed the Indemnified Persons in accordance with an Indemnified Person’s request prior to the date of such settlement, or (iii) such Indemnified Person shall have given the Selling Stockholder at least 45 days’ prior notice of its intention to settle and the Selling Stockholder have failed to respond or reasonably object.

If, for any reason (other than by reason of a final, non-appealable judgment by a court as to the gross negligence or willful misconduct of Jefferies as provided above) the foregoing indemnity is judicially determined to be unavailable to an Indemnified Person for any reason or insufficient to hold any Indemnified Person harmless, then the Selling Stockholder agree to contribute to any such Losses in such proportion as is appropriate to reflect the relative benefits received or proposed to be received by the Selling Stockholder and its securityholders, on the one hand, and by Jefferies, on the other, from the Transaction or proposed Transaction or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Selling Stockholder and its securityholders, on the one hand, and Jefferies, on the other, but also the relative fault of the Selling Stockholder and its securityholders on the one hand, and Jefferies, on the other, as well as any relevant equitable considerations.  Notwithstanding the provisions hereof, the aggregate contribution of all Indemnified Persons to all Losses shall not exceed the amount of fees actually received by Jefferies with respect to the services rendered pursuant to the Agreement.  Relative benefits to the Selling Stockholder and its securityholders, on the one hand, and to Jefferies, on the other hand, shall be deemed to be in the same proportion as (i) the total transaction value of the Transaction or the proposed Transaction bears to (ii) all fees actually received by Jefferies in connection with the Agreement.

The Selling Stockholder agree to reimburse the Indemnified Persons for all costs and expenses (including, without limitation, fees and expenses of counsel) incurred by the Indemnified Persons (including all such costs and expenses incurred to enforce the terms of this Schedule A) as they are incurred in connection with investigating, preparing, defending or settling any Action for which indemnification or contribution has or is reasonably likely to be sought by the Indemnified Person, whether or not in connection with litigation in which any Indemnified Person is a named party; provided that, if any such reimbursement is for expenses relating to a Loss that is determined, by a final, non-appealable judgment by a court, to

have resulted primarily and directly from an Indemnified Person’s gross negligence or willful misconduct (other than an action or failure to act undertaken at the request or with the consent of a Selling Stockholder), such Indemnified Person shall promptly repay such amount to the Selling Stockholder.

The indemnity, contribution and expense reimbursement obligations set forth herein (i) shall be in addition to any liability the Selling Stockholder may have to any Indemnified Person at common law or otherwise, (ii) shall survive the expiration or termination of the Agreement or completion of Jefferies’ services hereunder, (iii) shall apply to any modification of Jefferies’ engagement agreed to in writing by the Selling Stockholder, (iv) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Jefferies or any other Indemnified Person, (v) shall be binding on any successor or assign of the Selling Stockholder and successors or assigns to the Selling Stockholder’s business and assets and (vi) shall inure to the benefit of any successor or assign of any Indemnified Person.  For a period beginning on the date hereof and ending on that date which is three years from termination of this Agreement, prior to entering into any agreement or arrangement with respect to, or effecting, any proposed sale, exchange, dividend or other distribution or liquidation of all or a majority of its assets in one or a series of transactions or any significant recapitalization or reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the obligations of the Selling Stockholder set forth in this Schedule A, the Selling Stockholder will notify Jefferies in writing thereof (if not previously notified) and, if reasonably requested by Jefferies, shall arrange in connection therewith alternative means of providing for obligations of the Selling Stockholder set forth in this Schedule A, including the assumption of such obligations by another party, insurance, surety bonds or the creation of an escrow, in each case in an amount and upon terms and conditions reasonably satisfactory to Jefferies; provided, however, that, if any action, proceeding or investigation is pending at the end of such three-year period for which a claim for indemnification, contribution or reimbursement under this Schedule A has been made, the Selling Stockholder’s obligations hereunder shall continue until such action, proceeding or investigation has been ultimately resolved.

Notwithstanding anything to the contrary, if and to the extent any Indemnified Person shall have asserted a claim against a Selling Stockholder Affiliate, which claim is made with respect to an event or occurrence giving any such Indemnified Person a substantially similar claim against the Selling Stockholder hereunder, then the Selling Stockholder’s aggregate liability to the Indemnified Person shall not exceed the Selling Stockholder’s Proportionate Share of the Indemnified Persons’ aggregate claims.