SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

SCICLONE PHARMACEUTICALS, INC.

(Name of Issuer) 

Common Stock, par value US$0.001 per share

(Title of Class of Securities) 

80862K104

(CUSIP Number) 

Ms. Shirley Lin

Unit 3001, China World Tower 2, No.1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Phone: +86 10 5961-1212

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

June 7, 2017

(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 that 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. ¨

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 (however, see the Notes).

CUSIP No.		80862K104
1.		NAME OF REPORTING PERSON: GL Trade Investment Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 4,750,116
			8.	SHARED VOTING POWER 0
			9.	SOLE DISPOSITIVE POWER 4,750,116
			10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,750,116
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14.	TYPE OF REPORTING PERSON CO

1. Percentage calculated based on 51,790,347 shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

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CUSIP No.		80862K104
1.		NAME OF REPORTING PERSON: GL China Opportunities Fund L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 4,750,116
			8.	SHARED VOTING POWER 0
			9.	SOLE DISPOSITIVE POWER 4,750,116
			10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,750,116
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14.	TYPE OF REPORTING PERSON PN

1. Percentage calculated based on 51,790,347 shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

3

CUSIP No.		80862K104
1.		NAME OF REPORTING PERSON: GL Capital Management GP L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 4,750,116
			8.	SHARED VOTING POWER 0
			9.	SOLE DISPOSITIVE POWER 4,750,116
			10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,750,116
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14.	TYPE OF REPORTING PERSON PN

1. Percentage calculated based on 51,790,347 shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

4

CUSIP No.		80862K104
1.		NAME OF REPORTING PERSON: GL Capital Management GP Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 4,750,116
			8.	SHARED VOTING POWER 0
			9.	SOLE DISPOSITIVE POWER 4,750,116
			10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,750,116
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14.	TYPE OF REPORTING PERSON CO

1. Percentage calculated based on 51,790,347 shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

5

CUSIP No.		80862K104
1.		NAME OF REPORTING PERSON: GL Partners Capital Management Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0
			8.	SHARED VOTING POWER 4,750,116
			9.	SOLE DISPOSITIVE POWER 0
			10.	SHARED DISPOSITIVE POWER 4,750,116
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,750,116
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14.	TYPE OF REPORTING PERSON CO

1. Percentage calculated based on 51,790,347 shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

6

CUSIP No.		80862K104
1.		NAME OF REPORTING PERSON: Zhenfu Li
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0
			8.	SHARED VOTING POWER 4,750,116
			9.	SOLE DISPOSITIVE POWER 0
			10.	SHARED DISPOSITIVE POWER 4,750,116
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,750,116
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14.	TYPE OF REPORTING PERSON IN

1. Percentage calculated based on 51,790,347 shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

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INTRODUCTORY NOTE

This amendment No. 8 (this “Amendment No. 8”) relates to the common stock, par value $0.001 each (the “Common Stock”), issued by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the “Company”). This Amendment No. 8 is being filed jointly by GL Trade Investment Limited (“GL Trade”), GL China Opportunities Fund L.P. (“GL Fund”), GL Capital Management GP L.P. (“GL Capital”), GL Capital Management GP Limited (“GL Management”), GL Partners Capital Management Limited (“GL Partners”), and Mr. Zhenfu Li (collectively, the “Reporting Persons”) pursuant to their Joint Filing Agreement dated as of November 19, 2012, filed with the Schedule 13D as Exhibit 99.1 and incorporated herein by reference.

This Amendment No. 8 amends and supplements the statement on the Schedule 13D filed on November 19, 2012, November 21, 2013, August 17, 2015, August 21, 2015, February 9, 2016, February 22, 2016, November 14, 2016 and February 17, 2017, respectively (the “Schedule 13D”), on behalf of the Reporting Persons with the United States Securities and Exchange Commission. Except as provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

ITEM 3. SOURCE OF FUNDS

Item 3 of the Schedule 13D is hereby supplemented as follows:

Pursuant to an agreement and plan of merger, dated June 7, 2017 (the “Merger Agreement”), by and among the Company, Silver Biotech Investment Limited, a company incorporated under the laws of the Cayman Islands (“Holdco”), and Silver Delaware Investment Limited, a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a controlled subsidiary of Holdco (the “Merger”). The descriptions of the Merger Agreement and Merger set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 4 as is incorporated herein by reference in its entirety.

It is anticipated that, at a price of US$11.18 in cash per share of Common Stock, approximately US$552 million will be required for (i) purchasing all of the outstanding Common Stocks of the Company that is not beneficially owned by GL Trade (the “Rollover Holder”) and (ii) paying for outstanding stock options, restricted share units and performance restricted share units issued by the Company.

It is anticipated that the funding for the transactions contemplated by the Merger Agreement, including the Merger, will be provided by a combination of equity and debt financing, together with the Company’s available cash. Equity financing will be provided in the form of cash by GL China Opportunities Fund II L.P., a limited partnership organized under the laws of the Cayman Islands, GL China Opportunities Fund II (Canada) L.P., a limited partnership registered in Canada (collectively, the “GL Sponsor”), Bank of China Group Investment Limited, a company incorporated under the laws of Hong Kong, CDH Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands, Ascendent Capital Partners II, L.P., a limited partnership organized under the laws of the Cayman Islands, and Mr. Weihang Zhu, a citizen of the People’s Republic of China (collectively with the GL Sponsor, the “Sponsors”) pursuant to the terms of equity commitment letters, dated as of June 7, 2017 (the “Equity Commitment Letters”), delivered to Holdco by each of the Sponsors. Debt financing will be provided by China Minsheng Banking Corp., Ltd. (the “Lender”) in the form of term loan facilities pursuant to a debt commitment letter, dated as of May 29, 2017 (the “Debt Commitment Letter”). Under the terms and subject to the conditions set forth in the Debt Commitment Letter, the Lender will provide a term loan facility in an aggregate amount of up to approximately US$220 million to Merger Sub and Holdco. Under the terms and subject to the conditions set forth in the Equity Commitment Letters, the Sponsors will collectively provide equity financing of an aggregate amount up to approximately US$261 million to Holdco. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Debt Commitment Letter and the Equity Commitment Letters, copies of which are filed as Exhibits 5 through Exhibit 10, and are incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Rollover Holder entered into a rollover agreement (the “Rollover Agreement”) with Silver Biotech Holdings Limited (“Topco”) and Holdco. Pursuant to the Rollover Agreement, the Rollover Holder agreed that, immediately prior to the effective time of the Merger, it will contribute to Holdco an aggregate of 4,750,116 shares of the Common Stock (the “Rollover Shares”) in exchange for the same amount of newly issued ordinary shares of Topco. The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which is filed as Exhibit 11 and is incorporated herein by reference in its entirety.

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ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby supplemented as follows:

On June 7, 2017, GL Management, Bank of China Group Investment Limited, Avengers Limited, Ascendent Silver (Cayman) Limited and Boying Investments Limited (each a “Consortium Member” and collectively, the “Consortium Members”) entered into an amended and restated consortium agreement (the “Restated Consortium Agreement”). By execution and delivery of the Restated Consortium Agreement, Ascendent Silver (Cayman) Limited joined the Consortium, and, after June 7, 2017, References to “Consortium” shall include Ascendent Silver (Cayman) Limited. Further, pursuant to the Restated Consortium Agreement, the Consortium Members agreed among other things to (i) work exclusively with each other in connection with the Acquisition until the earlier of (x) the one-year anniversary of the date of the Restated Consortium Agreement and (y) the date on which the Restated Consortium Agreement is terminated; and (ii) share the costs and expenses incurred by the Consortium in connection with the Acquisition. The information disclosed in this paragraph is qualified in its entirety by reference to the Restated Consortium Agreement, a copy of which is filed as Exhibit 12 and is incorporated herein by reference in its entirety.

Ascendent Silver (Cayman) Limited, incorporated in the Cayman Islands, is controlled by Ascendent Capital Partners, a private equity investment management firm focused on Greater China-related investment opportunities, managing capital for globally renowned institutional investors including sovereign wealth funds, endowments, pensions, foundations and fund-of-funds. Ascendent aims to provide influential and informed capital to help portfolio companies achieve greater value, while generating the highest quality risk-adjusted returns for its investors. Ascendent is managed by a team with extensive experience in executing innovative and groundbreaking private equity investments in Greater China.

Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Common Stock issued and outstanding (other than (i) shares held by the Company, Holdco or Merger Sub or any direct or indirect wholly-owned subsidiary of either the Company or Holdco, including the Rollover Shares and (ii) shares with respect to which the holder thereof shall have perfected and not withdrawn a demand for, and have not lost, appraisal rights pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) as to appraisal rights) shall be converted into the right to receive US$11.18 in cash per share, without interest (the “Merger Consideration”).

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger Agreement and the transactions contemplated thereby by the holders of at least a majority of the outstanding shares of the Common Stock entitled to vote in accordance with the DGCL. The Merger Agreement may be terminated by the Company or Holdco under certain circumstances.

If the Merger is consummated, shares of the Common Stock will no longer be traded on the NASDAQ Global Select Market, the shares of the Common Stock will cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by Holdco. The information disclosed in this paragraph and the preceding two paragraphs is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Rollover Holder, being the beneficial owner of 4,750,116 shares of the Common Stock, entered into a voting and support agreement (the “Voting and Support Agreement”) with the Company, pursuant to which the Rollover Holder has agreed to vote its shares of the Common Stock in favor of the adoption of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement, including the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting and Support Agreement, a copy of which has been filed as Exhibit 13, and is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, Holdco, Company and Computershare Trust Company, N.A. (the “Escrow Agent”) entered into an escrow agreement (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Holdco caused 646,942 share of Common Stock, each valued at the Merger Consideration, to be deposited with the Escrow Agent, and agreed to make a further deposit of approximately $24 million in cash within 21 calendar days of the execution of the Merger Agreement, in order to secure the reverse termination fee that may become payable by Holdco to the Company. The information disclosed in this paragraph is qualified in its entirety by reference to the Escrow Agreement, a copy of which has been filed as Exhibit 14, and is incorporated herein by reference in their entirety.

Other than described in Item 3 and Item 4 above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of the transactions that have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Schedule 13D is hereby supplemented as follows:

The descriptions in Item 3 and Item 4 are incorporated herein by reference. The summaries of certain provisions of the agreements in this statement on Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements.

To the best of the knowledge of the Reporting Persons, except as provided herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, or the giving or withholding of proxies, between any of the Reporting Persons, and any other person, with respect to any securities of the Company, including any securities pledged or otherwise subject to a contingency the occurrence which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is hereby supplemented as follows:

Exhibit 4	Agreement and Plan of Merger, dated June 7, 2017, by and among Holdco, Merger Sub and the Company, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 8, 2017
Exhibit 5	Debt Commitment Letter, dated May 29, 2017, by and among Holdco and Merger Sub and the Lender.
Exhibit 6	Equity Commitment Letters, dated June 7, 2017, by and between Holdco and GL Sponsor
Exhibit 7	Equity Commitment Letters, dated June 7, 2017, by and between Holdco and Bank of China Group Investment Limited
Exhibit 8	Equity Commitment Letters, dated June 7, 2017, by and between Holdco and CDH Fund V, L.P.
Exhibit 9	Equity Commitment Letters, dated June 7, 2017, by and between Holdco and Ascendent Capital Partners II, L.P.
Exhibit 10	Equity Commitment Letters, dated June 7, 2017, by and between Holdco and Mr. Weihang Zhu
Exhibit 11	Rollover Agreement, dated June 7, 2017, by and among the Rollover Holder, Topco and Holdco
Exhibit 12	Restated Consortium Agreement, dated June 7, 2017, by and among GL Management, Bank of China Group Investment Limited, Avengers Limited, Ascendent Silver (Cayman) Limited and Boying Investments Limited
Exhibit 13	Voting and Support Agreement, dated June 7, 2017, by and among the Rollover Holder and the Company, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 8, 2017
Exhibit 14	Escrow Agreement, dated June 7, 2017, by and among the Company, Holdco and the Escrow Agent

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SIGNATURE

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

Dated: June 8, 2017

GL Trade Investment Limited
By:	/s/ Hu Chou Hui
	Name:	Hu Chou Hui
	Title:	Director

GL China Opportunities Fund L.P. By: GL Capital Management GP L.P., its General Partner By: GL Capital Management GP Limited, its General Partner
By:	/s/ Zhenfu Li
	Name:	Zhenfu Li
	Title:	Chief Executive Officer

GL Capital Management GP L.P. By: GL Capital Management GP Limited, its General Partner
By:	/s/ Zhenfu Li
	Name:	Zhenfu Li
	Title:	Chief Executive Officer

GL Capital Management GP Limited
By:	/s/ Zhenfu Li
	Name:	Zhenfu Li
	Title:	Director

GL Partners Capital Management Limited
By:	/s/ Zhenfu Li
	Name:	Zhenfu Li
	Title:	Director

Mr. Zhenfu Li
By:	/s/ Zhenfu Li

[Signature Page to Schedule 13D]

EX-99.5

Exhibit 99.5

CHINA MINSHENG BANKING CORP., LTD.

No.2,Fuxingmennei Ave., Xicheng District

Beijing 10031 P.R. China

CONFIDENTIAL

May 29, 2017

Silver Biotech Investment Limited

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Attn: Ms. Shirley Lin

SciClone Pharmaceuticals, Inc.

Commitment Letter

Ladies and Gentlemen:

You have advised China Minsheng Banking Co., Ltd., (“CMBC”, “we”, “us”, the “Commitment Party or the “Initial Lender”) that Silver Biotech Investment Limited, a Cayman Islands company (“HoldCo”), formed at the direction of designated affiliates of GL Capital Management GP Limited, CDH Fund V, L.P., Bank of China Group Investment Limited, Mr. Weihang Zhu and such other parties (if any) from time to time becoming a member of the buyer consortium (collectively, the “Sponsors”) intends to consummate the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”) and the Fee Letter. This letter, the Transaction Description and the Term Sheet, are collectively referred to as the “Commitment Letter.”

1.          Commitments.

In connection with the Transactions, CMBC is pleased to advise you of its commitment to provide 100% of the aggregate principal amount of the Facilities, subject only to the conditions set forth in paragraph 5 of this letter and in Exhibit C attached hereto (the “Initial Funding Conditions”).

2.          Titles and Roles.

It is agreed that the Commitment Party will act as (i) the lead arranger for the Facilities (the “Lead Arranger”), and (ii) the administrative agent and collateral agent for the Facilities (in such capacity, the “Administrative Agent”).

3.          Information.

You hereby represent and warrant that (a) all written information and written data (such information and data, other than (i) customary financial estimates, forecasts and other projections delivered to us by you (the “Projections”) and pro forma financial information and (ii) information of a general economic or general industry nature, the “Information”) (in the case of Information regarding the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge), that has been or will be made available to the Commitment Party directly or indirectly by you, the Sponsors, the Target or by any of your or their respective subsidiaries or representatives, in each case, on your or their behalf in connection with the transactions contemplated hereby, is or will be, when furnished and taken as a whole, correct in all material respects and does not or will not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto provided to the Commitment Party from time to time) and (b) the Projections that have been or will be made available to the Commitment Party by you or by any of your subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished to the Commitment Party; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such that such representations and warranties are correct in all material respects under those circumstances (or, in the case of the Information relating to the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge, such representations and warranties are correct in all material respects under those circumstances).

4.          Fees.

As consideration for the commitments of the Initial Lender hereunder and for the agreement of the Lead Arranger to perform the services in arranging the Facilities, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances, except as expressly set forth herein or therein or as otherwise separately agreed to in writing by you and us.

5.          Conditions.

The commitments of the Initial Lender hereunder to fund the Facilities on the date of the consummation of the Acquisition (the “Closing Date”) and the agreements of the Lead Arranger to perform the services described herein are subject solely to the satisfaction of the conditions set forth in Exhibit C hereto, and upon satisfaction (or waiver by the Commitment Party) of such conditions, the initial funding of the Facilities shall occur.

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Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Facilities on the Closing Date shall be (a) such of the representations made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your (and/or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such representations in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (b) the Specified Representations (as defined below) made in the Credit Documentation, (ii) the terms of the Credit Documentation shall be in a form such that they do not impair the availability or funding of the Facilities on the Closing Date if the Initial Funding Conditions are satisfied (or waived by the Commitment Party) and (iii) to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (a) the pledge and perfection of the security interests in assets with respect to which a lien may be perfected by the filing of a financing statement or other similar statement under the Uniform Commercial Code or Cayman Islands laws, (b) delivery of certificated equity securities of the Merger Sub and (c) delivery of certificated equity securities of subsidiaries of the Target, only to the extent received from the Target so long as you have used commercially reasonable efforts to obtain them on the Closing Date) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrowers acting reasonably, but no later than (i) five Business Days (to be defined under the Credit Documentation) after the Closing Date with respect to certificated equity securities of subsidiaries of the Borrowers and (ii) otherwise, 30 days after the Closing Date (in each case, or such longer period as may be agreed by the Administrative Agent and the Borrower Representative acting reasonably). For purposes hereof, “Specified Representations” means, the representations and warranties applicable to the Sponsors and the Borrowers to be set forth in the Credit Documentation relating to organizational existence; power and authority, due authorization, execution, delivery and enforceability, in each case, related to, the entering into, borrowing under, providing credit support under, performance of, and granting of security interests in the Collateral pursuant to, the Credit Documentation; Federal Reserve margin regulations; the use of the proceeds of the Facilities not violating the Patriot Act, OF AC or FCPA; the Investment Company Act; the incurrence of the loans to be made under the Facilities, in each case under the Facilities, and the granting of the security interests in the Collateral to secure the Facilities, and the entering into of the Credit Documentation, do not conflict with the organizational documents of the Borrowers; and, subject to the proviso in clause (ii) of the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral. For the avoidance of doubt, in no event shall the Specified Representations include any representation or warranty with respect to the Target or any of its subsidiaries. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

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6.          Indemnity.

To induce the Commitment Party to enter into this Commitment Letter and the Fee Letter and to proceed with the Credit Documentation, you agree (a) to indemnify and hold harmless the Commitment Party, its affiliates and the officers, directors, employees, agents, controlling persons, advisors and other representatives of each of the foregoing and their successors and permitted assigns (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject to the extent arising out of, resulting from, or in connection with any actual or threatened claim, litigation, investigation or proceeding (including any inquiry or investigation) in connection with this Commitment Letter (including the Term Sheet), the Fee Letter, the Transactions or any related transaction contemplated hereby or thereby, the Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates or creditors or any other third person, and to promptly reimburse after receipt of a written request, each such Indemnified Person for any reasonable and documented or invoiced out- ofpocket legal fees and expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, by a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel for such affected Indemnified Person) or other reasonable and documented or invoiced out-of- pocket fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any Related Indemnified Person (as defined below) (as determined by a court of competent jurisdiction in a final and non- appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any Related Indemnified Person under this Commitment Letter or the Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any Proceeding solely between or among Indemnified Persons not arising from any act or omission by you or any of your affiliates; provided that the Administrative Agent and the Lead Arranger to the extent fulfilling their respective roles as an agent or arranger under the Facilities and in their capacities as such, shall remain indemnified in such Proceedings to the extent that none of the exceptions set forth in any of clauses (i) or (ii) of the immediately preceding proviso applies to such person at such time and (b) subject to the funding of the Facilities on Closing Date, to reimburse the Commitment Party on the Closing Date (to the extent you have been provided an invoice therefor at least three (3) Business Days prior to the Closing Date, for all reasonable and documented or invoiced out-of-pocket expenses (including but not limited to expenses of the Commitment Party’s consultants’ fees (to the extent any such consultant has been retained with your prior written consent (not to be unreasonably withheld or delayed)), travel expenses and reasonable fees, disbursements and other charges of one firm of counsel to the Commitment Party, the Lead Arranger, and the Administrative Agent identified in the Term Sheet (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person), and, if necessary, of a single firm of local counsel to the Commitment Party in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (not to be unreasonably withheld or delayed)), in each incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Credit Documentation and any security arrangements in connection therewith (collectively, the “Expenses”); provided that notwithstanding the foregoing, only one inventory appraisal and one field exam in each relevant jurisdiction shall be included in the definition of Expenses. The foregoing provisions in this paragraph shall be superseded, in each case, to the extent covered thereby by the applicable provisions contained in the Credit Documentation upon execution thereof and thereafter shall have no further force and effect. You acknowledge that the Indemnified Persons may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

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Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the gross negligence, bad faith, material breach or willful misconduct of such Indemnified Person or any Related Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) none of you (or any of your subsidiaries), the Target (or any of its subsidiaries) or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Credit Documentation; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification under the first paragraph of this Section 6; and (iii) none of you (or any of your subsidiaries), the Target (or any of its subsidiaries) or any Indemnified Person shall be liable for any claims between or among Indemnified Persons that do not involve any acts or omissions of the Sponsors or the Borrowers.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction against one or more Indemnified Persons in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 6.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed) (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes a full and unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings, (ii) does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person and (iii) contains customary confidentiality provisions with respect to the terms of such settlement. Each Indemnified Person shall be severally obligated to refund or return any and all amounts paid by you under this Section 6 to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Notwithstanding anything herein to the contrary, any Indemnified Person shall always retain the right to parrticipate in the defense of any Proceeding at its own expense.

“Related Indemnified Person” of an Indemnified Person means (1) any controlling person or any controlled affiliate of such Indemnified Person, (2) the respective directors, officers, or employees of such Indemnified Person or any of its controlling persons or any of its controlled affiliates and (3) the respective agents, advisors and representatives of such Indemnified Person or any of its controlling persons or any of its controlled affiliates, in the case of this clause (3), acting at the instructions of such Indemnified Person, controlling person or such controlled affiliate (it being understood and agreed that any agent, advisor or representative of such Indemnified Person or any of its controlling persons or any of its controlled affiliates engaged to represent or otherwise advise such Indemnified Person, controlling person or controlled affiliate in connection with the Transactions shall be deemed to be acting at the instruction of such person).

7.          Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities.

You acknowledge that the Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Target and your and their respective subsidiaries and affiliates may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Party and its affiliates will not use confidential information obtained from you, the Target or any of your or its subsidiaries or affiliates by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you, the Target or any of your or its subsidiaries or affiliates in connection with the performance by them or their affiliates of services for other persons, and the Commitment Party and its affiliates will not furnish any such information to other persons, except to the extent permitted below. You also acknowledge that the Commitment Party and its affiliates do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or any of your or its subsidiaries or affiliates confidential information obtained by them from other persons.

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You further acknowledge that certain of the Commitment Party’s affiliates are full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, such affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you (and your affiliates), the Target, the Target’s customers or competitors and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Party and its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you (and your affiliates), the Borrowers, the Target or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities or other trading with any thereof.

The Commitment Party and its affiliates may have economic interests that conflict with those of the Target and you and your and its respective subsidiaries and affiliates and are under no obligation to disclose any conflicting interest to you, the Target and the Borrowers and your and their respective subsidiaries and affiliates. You agree that the Commitment Party will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Party and its respective affiliates, on the one hand, and you, the Borrowers and the Target, your and their respective equity holders or your and their respective subsidiaries and affiliates, on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Commitment Party and its affiliates, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction the Commitment Party and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you, the Borrowers, the Target, your and their respective management, equity holders, creditors, subsidiaries, affiliates or any other person, (iii) the Commitment Party and its applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you, the Target or your or its respective affiliates with respect to the financing transactions contemplated hereby, the exercise of the remedies with respect thereto or the process leading thereto (irrespective of whether the Commitment Party or any of its affiliates has advised or is currently advising you, the Borrowers, or the Target or any of your or their respective affiliates on other matters) and no Commitment Party has any obligation to you, the Target, the Borrowers or your or their respective affiliates with respect to the transactions contemplated hereby except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) the Commitment Party and its affiliates have not provided any legal, accounting, regulatory or tax advice and you have consulted your own legal and financial advisors to the extent you deemed appropriate.

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You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that the Commitment Party or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary, agency or similar duty to you or your affiliates, in connection with such transactions or the process leading thereto.

Furthermore, without limiting any provision set forth herein, you waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty with respect to the Facilities or the Transactions and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

8.          Confidentiality.

You agree that you will not disclose, directly or indirectly, the Fee Letter or the contents thereof or, prior to your acceptance hereof, this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto or the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without the prior written approval of the Lead Arranger (such approval not to be unreasonably withheld, delayed or conditioned), except (a) to your and your affiliates’ officers, directors, employees, agents, attorneys, accountants, advisors, controlling persons and equity holders and to actual and potential co-investors who are informed of the confidential nature thereof (“Holdco Related Parties”), on a confidential and need-to-know basis, (b) if the Commitment Party consents in writing to such proposed disclosure, (c) pursuant to an order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, rule or regulation, to inform us promptly thereof prior to disclosure), (d) to the extent that such information becomes publicly available other than by reason of improper disclosure by you in violation of any confidentiality obligations owing to the Commitment Party any of its subsidiaries, (e) to the extent that such information is or was received by your or any Holdco Related Parties from a third party that is not, to your or such Holdco Related Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to the Commitment Party any of its subsidiaries or (f) to the extent that such information is independently developed by you or any Holdco Related Parties without the use of any confidential information; provided that (i) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to the Target, its subsidiaries and its officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents (including the Term Sheet and other exhibits and attachments hereto) (but not the Fee Letter or the contents thereof) in connection with any public or regulatory filing requirement relating to the Transactions, (iii) you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities or in any public or regulatory filing requirement relating to the Transactions (and only to the extent aggregated with all other fees and expenses of the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation), and (iv) if the fee amounts payable pursuant to the Fee Letter and such other portions as mutually agreed have been redacted in a manner reasonably agreed by us (including the portions thereof addressing fees payable to the Commitment Party and/or the Lenders), you may disclose the Fee Letter and the contents thereof to the Target, its subsidiaries and its officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis.

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The Commitment Party and its affiliates will use all non-public information provided to any of them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and negotiating, evaluating and consummating the transactions contemplated hereby and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent the Commitment Party and its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the reasonable advice of counsel (in which case the Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental or regulatory (including self-regulatory) authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction, or purporting to have jurisdiction over, the Commitment Party or any of its affiliates (in which case the Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental or regulatory (including self-regulatory) authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Commitment Party or any of the CMBC Related Parties (as defined below) in violation of any confidentiality obligations owing to you, the Target or any of your or their respective subsidiaries, (d) to the extent that such information is or was received by the Commitment Party or any of the CMBC Related Parties from a third party that is not, to the Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Target or any of your or their respective subsidiaries, (e) to the extent that such information is independently developed by the Commitment Party or any of the CMBC Related Parties without the use of any confidential information, (f) to the Commitment Party’s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations and who have been advised of their obligation to keep information of this type confidential (with each the Commitment Party, to the extent within its control, responsible for such person’s compliance with this paragraph) (such related persons described in this clause (f), collectively, the “CMBC Related Parties”), (g) to potential or prospective Lenders, hedge providers, participants or assignees, (h) for purposes of establishing a “due diligence” defense, (i) to the extent you consent in writing to any specific disclosure, or (j) to the extent such information was already in the Commitment Party’s possession prior to any duty or other understanding of confidentiality entered into in connection with the Transactions; provided that for purposes of clause (g) above, (i) the disclosure of any such information to any Lenders, hedge providers, participants or assignees or prospective Lenders, hedge providers, participants or assignees referred to above shall be made subject to the acknowledgment and acceptance by such Lender, hedge provider, participant or assignee or prospective Lender, hedge provider, participant or assignee that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Commitment Party) in accordance with customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information and (ii) no such disclosure shall be made by the Commitment Party to any person that is at such time any prospective Lender without your prior written consent. In the event that the Facilities are funded, the Commitment Party’s and its affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Credit Documentation upon the initial funding thereunder to the extent that such provisions are binding on the Commitment Party.

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The confidentiality provisions set forth in this Section 8 shall survive the termination of this Commitment Letter and (other than your obligations with respect to the Fee Letter) shall expire and shall be of no further effect after the second anniversary of the date hereof.

9.          No Announcements.

None of the parties to this Commitment Letter shall make, and each shall cause each of its affiliates to not make, any public announcement regarding the Transactions or the Facilities without the prior consent of each of the other parties (such consent not to be unreasonably withheld or delayed), except to the extent required by law, regulation or applicable governmental or regulatory authority (including any applicable stock exchange). On and after the date on which the Acquisition is publicly announced or disclosed, the Commitment Party shall have the right, at its own expense, to disclose its participation in the Facilities in a public announcement in form and substance reasonably acceptable to you.

10.        Miscellaneous.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (such consent not to be unreasonably withheld, conditioned or delayed) (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and do not and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Subject to the limitations set forth in Section 3 above, the Commitment Party reserves the right to employ the services of its respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to the Commitment Party in such manner as the Commitment Party and its respective affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, the Commitment Party hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Party and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto), together with the Fee Letter, (i) are the only agreements that have been entered into among the parties hereto with respect to the Facilities and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER, OR RELATED TO, THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Each of the parties hereto agrees that this Commitment Letter and the Fee Letter constitute the binding and enforceable agreement with respect to the subject matter contained herein or therein, including an agreement to negotiate in good faith the Credit Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder are subject to conditions precedent as provided herein.

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EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County in the State of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

Each party hereto that is organized outside the United States, in respect of itself, its subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that such party or its respective subsidiaries or any of its or its respective subsidiaries’ properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States or elsewhere, arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, including, without limitation, immunity from suit, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, such party, for itself and on behalf of its subsidiaries, hereby expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere. Without limiting the generality of the foregoing, each party further agrees that the waivers set forth in this paragraph shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), we and each of the Lenders may be required to obtain, verify and record information that identifies the Borrowers and their affiliates, which information may include their names, addresses, tax identification numbers and other information that will allow each of us to identify the Borrowers and the Sponsors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Lenders. You hereby acknowledge and agree that the Lead Arranger shall be permitted to share any and all such information with the Lenders.

The indemnification, compensation, reimbursement, jurisdiction, governing law, venue, waiver of jury trial and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether the Term Credit Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lender’ commitments hereunder; provided that your obligations under this Commitment Letter shall automatically terminate and be superseded by the provisions of the Credit Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time.

10

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Commitment Party (or its legal counsel) executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on June 30, 2017. The Initial Lender’s commitments and the obligations of the Commitment Party hereunder will expire at such time in the event that the Commitment Party (or their legal counsel) have not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter at or prior to such time, we agree to hold our commitment to provide the Facilities and our other undertakings in connection therewith available for you until the earliest of (i) twelve (12) months period after the date on which you execute this Commitment Letter, (ii) after execution of the Acquisition Agreement and prior to the consummation of the Transactions, the termination of the Acquisition Agreement by you in a signed writing in accordance with its terms (or your written confirmation or public announcement thereof), (ii) the consummation of the Acquisition without the funding of the Facilities and (iii) 11:59 p.m., New York City time, on the date that is five business days after the Termination Date (as defined in the Acquisition Agreement as of the date hereof) (such earliest time, the “Expiration Date”). Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of the Commitment Party hereunder and the agreement of the Commitment Party to provide the services described herein shall automatically terminate unless the Commitment Party shall, in their sole discretion, agree to an extension in writing.

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11

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,
CHINA MINSHENG BANKING CORP., LTD, HONG KONG BRANCH.
By:	/s/ Li Ming
	Name: Li Ming
	Title: Assistant CEO
	China Minsheng Banking Corp., Ltd. Hong Kong Branch

CMBC – Project Tiger – Commitment Letter

Accepted and agreed to as of the date first above written:
Silver Biotech Investment Limited
By:	/s/ Yang Yang
	Name: Yang Yang
	Title: Director
Silver Delaware Investment Limited
By:	/s/ Ting Ping Ping
	Name: Ting Ping Ping
	Title: Director

CMBC – Project Tiger – Commitment Letter

EXHIBIT A

SciClone Pharmaceuticals. Inc.

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter (the “Commitment Letter”) to which this Exhibit A is attached or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

Holdco intends to acquire (the “Acquisition”), through the Merger and the Sponsor Share Contribution (each as defined below), all of the equity securities of [Tiger], a Delaware corporation (the “Target”). On or about the date hereof, Holdco, [Merger Sub], a Delaware corporation and a wholly- owned subsidiary of Holdco (“Merger Sub”) and the Target entered into an Agreement and Plan of Merger (together with all exhibits, schedules and other disclosure letters thereto, collectively, as amended, the “Acquisition Agreement”), pursuant to which Merger Sub would merge with and into the Target, with the Target continuing as the surviving corporation as and when provided for in the Acquisition Agreement (the “Merger”). Upon the Merger, each share of common stock of the Target (other than the Sponsor Shares (as defined below)) will be cancelled and converted into the right to receive cash consideration in the amount specified in the Acquisition Agreement (the “Per Share Acquisition Consideration”, collectively, the “Acquisition Consideration”). Each share of common stock of the Target beneficially owned by the Sponsors or their respective affiliates (the “Sponsor Shares”, the value of which calculated at the Per Share Acquisition Consideration being the “Sponsor Shares Consideration”) will be transferred to Holdco concurrently with Merger (the “Sponsor Share Contribution”).

In connection with the foregoing, it is intended that:

a) HoldCo and Merger Sub will obtain the Facilities described in the Term Sheet;

b) The proceeds of the Facilities will be applied (i) to finance the payment of the Acquisition Consideration, (ii) to pay the fees, costs and expenses incurred in connection with the Transactions (such fees, costs and expenses, the “Transaction Costs” and, together with the Acquisition Consideration, the “Acquisition Funds ”) and (iii) for the other permitted purposes described in the Term Sheet.

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”.

A-1

EXHIBIT B

SciClone Pharmaceuticals. Inc.

Senior Secured Credit Facilities

Summary of Principal Terms and Conditions¹

Borrowers:	Holdco and Opco (each a “Borrower” and, collectively, the “Borrowers”), with “Opco” being defined for purposes hereof as Merger Sub, prior to the Acquisition, and Target, after the Acquisition. The Borrowers shall be jointly and severally liable for payment and performance of the Facilities. However, if at any time Opco shall be dissolved or merged into Holdco after the Closing Date, Holdco shall thereafter be the sole Borrower (and the Borrower Representative), and any provisions of the Credit Documentation applicable to Opco shall be apply to Holdco. Within 15 days of the Merger, Target, as the surviving entity, shall confirm in writing, for the benefit of the Administrative Agent and the Lenders, its assumption of the obligations of Merger Sub under the Facilities. If Target fails to so confirm such assumption within such 15-day period, the Administrative Agent may elect in writing to accelerate the loans under the Facilities and double the interest rate applicable thereto.
Borrower Representative:	Opco shall act as the Borrower Representative for and on behalf of the Borrowers. Any request, notice, certificate or other similar instrument delivered by the Borrower Representative to the Lenders under any of the Credit Documentations or other action taken by or failure to act by the Borrower Representative under any of the Credit Documentation shall be deemed taken by it for and on behalf of the Borrowers and shall be conclusively binding upon the Borrowers, and any request, notice, certificate or other similar instrument delivered by the Administrative Agent or any other Lenders to the Borrower Representative shall be deemed delivered to the Borrowers and binding on them for all purposes of the Credit Documentation.
Lenders:	China Minsheng Banking Co., Ltd. Shanghai Pilot Free Trade Zone Branch, and if and to the extent such branch fails to fund the Facilities (as defined below) for any reason (other than the failure of conditions precedent), China Minsheng Banking Co., Ltd. Hong Kong Branch, and certain other financial institutions acceptable to Borrower Representative (collectively, the “Lenders”).
Facilities:	A senior secured term loan facility in the original principal amount of up to US$220,000,000 (the “Facilities”); provided that the total Facilities amount shall not in any event exceed 37% of the aggregate amount of the Acquisition Consideration and the Sponsor Shares Consideration.
Purpose:	The proceeds of borrowings under the Facilities will be used by the Borrowers on the Closing Date solely to pay the Acquisition Funds.

¹ All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached.

B-1

Availability:	The Facilities shall be borrowed in a single drawing on the Closing Date. Upon the satisfaction of the Initial Funding Conditions, the Lenders shall fund the Facilities. Amounts borrowed under the Facilities that are repaid or prepaid may not be reborrowed. The Facilities will be routed through China Minsheng Banking Co., Ltd., at its Hong Kong Branch or other branches as applicable to the bank account provided by the authorized paying agent. If the Merger does not ultimately occur after funding, the Facilities will be refunded to Minsheng within ten business days.
Security:	The Borrowers shall provide the following collateral to the Administrative Agent, as security for the Facilities, i)         100% of the equity interests in Opco; ii)        100% of the equity interests in Holdco; and iii) immediately after the Acquisition, (x) 65% of the equity interests in SciClone Pharmaceuticals International Limited (“SPIL”) and SciClone Pharmaceuticals Italy SRL (“SPItaly”) and (y) Holdco’s pledge of 100% of the equity interests in Target shall be reaffirmed and perfected. Additionally, if any direct subsidiary of Holdco (other than Opco) is established, then, 100% of the equity interests thereof shall be pledged to Administrative Agent (reduced to 65% if such subsidiary is treated as a controlled foreign corporation for U.S. tax purposes).
	To the extent the Borrower Representative determines that tax restructurings initiated by Borrowers permit such pledges (or increased pledges) without adverse tax consequences, then (x) SPIL and SPItaly shall pledge 100% of their equity interests in their respective directly-owned subsidiaries and (y) the foregoing pledges in the equity interests of SPIL and SPItaly limited to 65% (including any pledges pursuant to this sentence) shall be increased to 100%.
Equity holders’ Undertaking:	Sponsors shall enter into an agreement with the Administrative Agent (the “Sponsor Undertaking”) pursuant to which each Sponsor will agree to remain indirect shareholders of the Borrowers, holding a sufficient percentage of their voting equity interests to enable them to comply with the following, and to use their voting rights under their indirect equity investment in the Borrowers, to direct the Borrowers to take commercially reasonable steps to cause their direct and indirect subsidiaries to distribute or loan Available Cash (defined below) to, ultimately, the Borrowers on each date on which repayment of the Facilities is due, in aggregate amounts sufficient for the Borrowers to satisfy such repayment obligations on a timely basis in accordance with the terms of the Credit Documentation. For purposes of the foregoing, “Available Cash” shall mean, with respect to each subsidiary of the Borrowers, unrestricted cash available for distribution under applicable law, and which may be distributed or loaned as contemplated above in a reasonably prudent and cost-effective manner, and in accordance with all applicable laws. Holdco shall enter into an agreement with the Administrative Agent pursuant to which Holdco will undertake (i) immediately upon and after the Acquisition, to be the shareholders of the Target which shall become a Borrower, (ii) to take all of the same actions required of each Sponsor under the Sponsor Undertaking and (iii) to cause the Borrowers not to take any Material Action without the prior written consent of the requisite voting majority of the Lenders.

B-2

	As used herein, “Material Action” means any of the following event in respect of the Borrowers, in each case, to the extent not permitted by the Credit Documentation: (i)           Any merger, spin-off, dissolution, liquidation, termination of business, restructuring, sale, or change of corporate form; (ii)          Any amendment to the articles; (iii)         Any transfer or pledge of shares by shareholders; (iv)         Any pledge of shares of the Borrowers or their subsidiaries; (v)          Any material acquisition, dispositions or pledge of assets, obtaining external financing, or provision of guarantees; (iv)         Any single external payment of more than $30 million by any Borrower or its subsidiaries; (vii)        Any engagement or dismissal of auditor; and (viii)       For so long as the Facilities remain outstanding, the Sponsors shall not receive any dividend or distribution from the Borrowers or any of the Borrowers’ subsidiaries.
Board Observer:	The Administrative Agent will be granted board observation rights with respect to the board of directors (or equivalent body) of each of the Borrowers, on customary and reasonable terms to be agreed.
Maturity Date:	5 years from Closing Date; provided that, if such date is not a business day, the Maturity Date shall be the immediately preceding business day (the “Maturity Date”).
Borrowing Date:	The Closing Date. The Borrower Representative shall request funding of loans under the Facilities by written notice to the Administrative Agent not later than 11:00 A.M. (New York, New York time) three (3) Business Days (to be defined in the Credit Documentation) prior to the Borrowing Date, unless shorter notice is agreed by the Administrative Agent. Such request shall be made in a customary notice of borrowing and shall specify (A) the Borrowing Date, which shall be a Business Day, and (B) the principal amount to be borrowed.
Legal Fees:	Legal fees of the Commitment Party shall be reimbursed as and when provided in the Commitment Letter. Additionally, any reasonable and documented legal fees incurred by the Administrative Agent after the Closing Date in connection with the Facilities shall be payable by Borrowers promptly following demand (accompanied by reasonable back-up documentation) (limited to fees of one primary counsel and one local counsel in each appropriate material jurisdiction).
Closing Fees:	Payable in accordance with the Fee Letter.
Interest:	Calculated on the outstanding principal balance of the Facilities at a per annum rate equal to 3-month LIBOR plus 3.50%.

B-3

	Interest on those portions of the loans under the Facilities bearing interest based on LIBOR (“LIBOR Loans”) shall be payable on the 21st day of each fiscal quarter of the Borrowers (provided that, if such date is not a business day, the payment date shall be the immediately preceding business day).
Calculation of Interest:	On the basis of actual number of days elapsed in a 360-day year.
Default Rate:	The interest rate applicable to overdue amounts shall be the interest rate otherwise applicable plus 2.0% per annum.
Amortization:	The Facilities will be subject to annual amortization equal to 20% of the original principal amount thereof, payable in equal quarterly installments, subject to reduction in respect of prepayments as provided below. If the Borrowers elect to undertake a significant restructuring in a nature similar to the proposals disclosed to the Lead Arranger prior to the date of the Commitment Letter, Borrowers may, upon prior written notice to and consent of the Administrative Agent (not to be unreasonably withheld), elect to postpone principal amortization to the third, fourth and fifth years of the Facilities. At all times prior to the date on which the Borrower has commenced to repay scheduled amortization, the Borrowers or one or more subsidiaries of the Borrowers shall maintain, in bank accounts established at the Bank (defined below), cash balances in an aggregate amount equal to the greater of (x) $50,000,000 and (y) the aggregate amount of principal payments which would have come due as of such date but for the Borrowers’ election to postpone amortization (in each case, in U.S. dollars or the dollar equivalent thereof). If the Borrowers fail to comply with the above covenant then the Borrowers shall cause their direct and indirect subsidiaries to distribute or loan Available Cash (defined above) to, ultimately, the Borrowers for application to the mandatory prepayment of the Facilities until the Facilities have been repaid by the amounts required by the amortization schedule.
Cost and Yield Protection:	Customary for transactions of this type, including without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments of LIBOR loans on a date other than the applicable interest period (or a reasonable approximation thereof calculated in a manner to be agreed in the Credit Documentation), changes in capital adequacy and capital requirements or their interpretation, changes in tax laws, and illegality or unavailability of LIBOR, provided that for all purposes of the Credit Documentation, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case, pursuant to Basel III, shall be deemed introduced or adopted after the Closing Date.
Prepayment:	Prepayments shall be permitted at the option of the Borrowers at any time and in whole or in part, without penalty or premium (other than customary break funding  charges in connection with prepayments of LIBOR loans on a date other than the applicable interest period) in an amount of not less than US$ 10 million and integral multiples of US$ 1 million. In order to make prepayment, the Borrower Representative shall provide a written notice to the Administrative Agent at least ten days before the prepayment. All prepayments will reduce the amortization payments in the direct order of the due dates of such amortization payments.

B-4

Bank Accounts:

Prior to the Closing Date, each Borrower will establish bank accounts at China Minsheng Banking Co., Ltd. , at its Hong Kong Branch, Shanghai Pilot Free Trade Zone Branch or Hangzhou Branch or other branches reasonably acceptable to the Administrative Agent (the “Bank”), which accounts shall be subject to the Bank’s monitoring of their banking activities for the benefit of the Lenders. Within thirty days after the Closing Date (or such longer period as agreed by the Administrative Agent), the Borrowers shall cause SPIL, SciClone Pharmaceuticals International China Holding Limited, and SciClone Pharmaceuticals Hong Kong Ltd. to establish bank accounts at the Bank and compliance with the following terms (the “Cash Management Covenants”): Such accounts of each such member of the group will include (i) a revenue account whereby all its revenue and income shall be deposited and (ii) an operating account from which all its operating expenses shall be transferred. The Borrowers shall arrange for all revenue and income of such members of the group to be deposited in such revenue accounts, and which accounts shall be the only revenue concentration accounts of such members of the group for deposit of its revenue and income. On a monthly basis, such members of the group may transfer not more than US$10 million (or its equivalent in any other currency) (or such other amount as may be agreed by the Bank) in the aggregate from their revenue accounts to their operating accounts in the operating accounts of such members of group for payment of monthly operating expenses in the ordinary course of business of the group and any transfer in excess of US$10 million (or its equivalent in any other currency) shall be subject to the consent of the Bank. The Borrowers shall not, and shall not permit any of SPIL, SciClone Pharmaceuticals International China Holding Limited, or SciClone Pharmaceuticals Hong Kong Ltd. to establish any other bank accounts other than with the Bank, except accounts established, after consultation with and consent of the Administrative Agent (not to be unreasonably withheld), in jurisdictions in which the Bank does not have branches.

Representations and Warranties:

Limited to the following, made only on the Closing Date, to be applicable to the Borrowers and their Restricted Subsidiaries (to be defined in the Credit Documentation), subject, in each case, to thresholds and exceptions to be agreed in the Credit Documentation: organizational status; good standing, power and authority; due authorization; execution; delivery and enforceability; no violation of, or conflict with law, charter documents or material agreements; litigation; margin regulations; governmental and regulatory approvals; compliance with laws (including the Investment Company Act); PATRIOT Act; OFAC; FCPA; anti-money laundering; anti-bribery; laws applicable to sanctioned persons; accuracy of disclosure in all material respects; financial statements and projections; No Company Material Adverse Effect (as defined in the Acquisition Agreement); taxes; use of proceeds; ERISA compliance; labor matters; subsidiaries;  intellectual property; creation, validity, perfection and priority of security interests; environmental laws; properties; and solvency.

B-5

Affirmative Covenants:

Limited to the following (to be applicable to the Borrowers and their Restricted Subsidiaries), subject, in each case, to thresholds and exceptions to be agreed in the Credit Documentation: (a) delivery of annual audited and quarterly unaudited consolidated financial statements of Holdco (together with unaudited financial statements of Opco for such periods, or a “bridge” statement prepared by a Opco financial officer demonstrating the adjustments to Holdco financial statements necessary to reflect the financial position and results of Opco and its subsidiaries) within 120 days of the end of a fiscal year ending after the Closing Date (or 150 days in the first fiscal year ending after the Closing Date) and 60 days of the end of the first three fiscal quarters of a fiscal year ending after the Closing Date and, in connection with the annual financial statements, an annual audit opinion, quarterly financial covenant compliance certificates and other information reasonably requested by the Administrative Agent; (b) notices of material defaults and material litigation; (c) maintenance of assets necessary or desirable in the conduct of business so as not to adversely affect the value of the shares of the Borrowers; (d) maintenance of customary insurance; maintenance of existence and corporate franchises, intellectual property rights and registrations and other rights and privileges; (e) maintenance of books and records; (f) payment of taxes and similar claims; (g) material compliance with laws and regulations (including environmental laws); (h) use of proceeds; (i) changes in lines of business; (j) changes of fiscal year; (k) designation (and redesignation) of unrestricted subsidiaries; (1) KYC requirements; (m) compliance with anti-corruption, anti-money laundering, anti-terrorism, sanctions and federal reserve regulations; (n) Administrative Agent reasonable access to records for inspection, (o) compliance with the Cash Management Covenants, and (p) further assurances. In addition to the foregoing, if as of third anniversary of the Closing Date, (i) the Borrowers have not either (x) consummated an initial public offering of Opco or Holdco or parent thereof on a stock exchange pursuant to terms to be agreed in the Credit Documentation or (y) reduced the principal balance of the Facilities by the amount required by the amortization schedule (if applicable, as deferred in connection with any tax restructuring) or (ii) the Merger has not been consummated, then the Borrowers shall cause their direct and indirect subsidiaries to distribute or loan Available Cash (defined above) to, ultimately, the Borrowers for application to the prepayment of the Facilities.

Negative Covenants:

Limited to the following (to be applicable to the Borrowers and their Restricted Subsidiaries), subject, in each case, to thresholds and exceptions as may be agreed in the Credit Documentation: Limitations on (a) incurrence of debt, (b) incurrence of liens, (c) merger, dissolution, liquidation and other fundamental changes, (d) disposition of Borrowers’ assets, (e) acquisitions, (f) dividends, distributions and equity repurchases in respect of external investors, (g) transactions with affiliates, (h) organizational changes affecting Lenders, (i) engagement or dismissal of auditors, (j) termination of business, bankruptcy and other insolvency proceedings, (k) loans, financial guarantees and the like, and (1) transfer or pledge of shares of Opco. In addition to the foregoing, none of the Borrowers or any of their subsidiaries shall make any single external payment (i.e. other than to a Borrower or subsidiary thereof) of more than US$30 million or the dollar equivalent thereof without the consent of the Administrative Agent.

B-6

Financial Covenant:	Limited to the following (with EBITDA and other financial definitions to be agreed in the Credit Documentation, in each case, with adjustments customary for leverage financings or otherwise consistent with the Sponsors’ approved projections): ·     Long Term Loan Debt to EBITDA Ratio not to exceed 6.0 to 1.0 Testing periods not more frequently than quarterly and with an initial testing date no earlier than the last day of the first full fiscal quarter ending after the Closing Date.
Equity Cure:	For purposes of determining compliance with the financial covenant, any cash equity contribution (which equity shall be common equity or qualified preferred equity) made (ultimately) to Opco after the end of a fiscal quarter for which the Borrowers are not in compliance with the financial covenant and on or prior to the day that is 10 business days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of the Borrower Representative, be included in the calculation of EBITDA for the purposes of determining compliance with the financial covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that, (a) there shall be no more than two quarters in each four consecutive fiscal quarter period in respect of which a Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrowers to be in pro forma compliance with the financial covenant specified above, (c) no more than five Specified Equity Contributions shall be made during the term of the Facilities, and (d) all Specified Equity Contributions shall be disregarded for purposes of any financial ratio determination under the Credit Documentation other than for determining compliance with the financial covenant.
Events of Default:	Limited to the following (to be applicable to the Borrowers and their Restricted Subsidiaries), subject, in each case, to thresholds and exceptions to be agreed in the Credit Documentation: nonpayment of principal, interest or fees (with a grace period of 3 business days for interest, fees and other amounts); failure to comply with negative covenants; failure to perform other covenants subject to a 15-day cure period after notice by the Administrative Agent; incorrectness of representations and warranties in any material respect (subject to the cure rights provided in the Limited Conditionality Provisions); cross event of default (after expiration of any grace periods) and cross acceleration to material indebtedness; bankruptcy and insolvency of the Borrowers and their respective material restricted subsidiaries; material monetary judgments; actual or asserted (by Borrowers) illegality or invalidity of any Credit Documentation; audit qualification; expropriation; repudiation or recession of Credit Documentation by Borrowers; and failure of liens or perfection.

B-7

Assignments and Participations:	After the Closing Date, the Commitment Party will be permitted to make assignments of the Loans with the consent of the Borrower: provided that no consent of the Borrower shall be required (i) while a payment or bankruptcy event of default exists or (ii) in connection with assignments to other Lenders or any of their affiliates or approved funds. The Borrower shall be deemed to have given consent to an assignment if it shall have failed to respond to a written notice request within 10 business days. Each Lender will also have the right, without consent of the Borrowers, to assign as security all or part of its rights under the Credit Documentation to any Federal Reserve Bank. Each Lender will be permitted to sell participations with voting rights limited to customary significant matters such as changes in amount, rate and maturity date. An assignment fee in the amount of US$1,000 will be charged to the assignee or assignor with respect to each assignment unless waived by the Administrative Agent at its sole discretion.
Compliance Certificate:	The Borrower Representative shall provide a Compliance Certificate in the customary form as will be appended to the Credit Agreement together with each delivery of quarterly and annual financial statements to the Administrative Agent. The Compliance Certificate shall be signed by CFO (or other similar officer) of the Borrower Representative.
Documentation:	The Facilities will be governed by a Credit Agreement and other customary loan documents in each case as agreed between the parties and which will contain the conditions precedent, events of default, representation and warranties, positive and negative covenants and financial covenant set forth in the Term Sheet to be attached to the Commitment Letter and shall contain customary increased costs, assignment and transfer of the Loans, information disclosure and set-off provisions consistent with those set forth in the Term Sheet to be attached to the Commitment Letter (to the extent applicable) (“Credit Documentation”).
Indemnification:	The Borrowers will indemnify and hold harmless each Lender and each of their affiliates and their officers, directors, employees, agents and advisors from and against all losses, liabilities, claims, damages or expenses arising out of or relating to the Acquisition, the Facilities, and Borrowers’ use of loan proceeds or the commitments, including but not limited to, reasonable attorneys’ fees and settlement costs; provided that the foregoing indemnity will not apply to losses, claims, damages, liabilities or expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of any indemnified person or any of its controlled affiliates (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) arising from a breach of the obligations of such Indemnified Person or any of its controlled affiliates (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) arising out of, or in connection with, any proceeding that does not involve an act or omission by the Borrowers or any of the Borrowers’ affiliates and that is brought by an indemnified person against any other indemnified person. The indemnification shall survive and continue for the benefit of all such persons or entities, notwithstanding any failure of the Facilities to close.

B-8

Governing law and jurisdiction: New York

B-9

EXHIBIT C

SciClone Pharmaceuticals. Inc.

Summary of Additional Conditions²

The initial borrowings under the Facilities shall be subject to the following conditions:

1.          No Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred [since the date of the Acquisition Agreement].

2.          The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowings under the Facilities, shall be consummated in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, consents or waivers by you thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the Lenders or the Commitment Party in their capacities as such, unless consented to in writing by the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned); provided that any reduction in the Acquisition Consideration shall not be deemed to be materially adverse to the Lenders or the Commitment Party, but the Borrowers shall reduce the principal amount of the Facilities by the amount of any such reduction.

3.          Holdco and Opco shall have established accounts with the Bank as required by the Term Sheet.

4.          The Lead Arranger shall have received evidence that the Sponsors directly own 100% of the outstanding equity interests in Holdco, that Holdco directly owns 100% of the outstanding equity interests in the Merger Sub, and that the Sponsors have funded or are concurrently funding their equity contributions (including Sponsor Shares Contribution) of no less than US$300 million to be included in the capitalization of Holdco.

5.          Subject in all respects to the Limited Conditionality Provisions, all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral in respect of the Facilities shall have been executed and delivered and, if applicable, be in proper form for filing.

6.          The closing of the Facilities shall have occurred on or before the Expiration Date.

7.          Subject to the Limited Conditionality Provisions, (i) the execution and delivery by the Borrowers of the Credit Documentation (including the share pledge agreements covering equity interests in Holdco and the Merger Sub) which shall, in each case, be in accordance with the Commitment Letter and the Term Sheet, and (ii) delivery to the Lenders of customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions where applicable, in each case with respect to the Borrowers.

8.          The Administrative Agent shall receive from, or concurrently with, the funding of the Facilities, all fees and expense reimbursement required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee Letter.

9.          The Administrative Agent shall have received a timely borrowing notice in accordance with the Term Sheet.

² All Capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Exhibit C is attached.

C-1

10.         The Specified Representations and the Specified Acquisition Agreement Representations shall be accurate in all material respects (subject to the Limited Conditionality Provisions); provided that any Specified Representations qualified by materiality shall be accurate in all respects and any Specified Acquisition Agreement Representations shall be accurate to the extent required under the Acquisition Agreement.

11.         All regulatory approvals necessary for the Merger to occur have been obtained.

C-2

EX-99.6

Exhibit 99.6

Execution Version

EQUITY COMMITMENT LETTER

June 7, 2017

Silver Biotech Investment Limited

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Attn: Ms. Shirley Lin

Re: Equity Commitment Letter

Ladies and Gentlemen:

This letter sets forth the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Silver Biotech Investment Limited, a company incorporated in the Cayman Islands with limited liability (“Holdco”), Silver Delaware Investment Limited, a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), and SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), and (ii) the terms and conditions contained herein, to subscribe for, directly or indirectly, certain newly issued ordinary shares of Holdco. Concurrently with the delivery of this letter agreement, Bank of China Group Investment Limited, a company incorporated under the laws of Hong Kong, Mr. Weihang Zhu, a citizen of the People’s Republic of China, Ascendent Capital Partners II, L.P., a limited partnership organized under the laws of the Cayman Islands, and CDH Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands (each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreement (each an “Other Sponsor Equity Commitment Letter”) committing to subscribe for or cause to be subscribed for, directly or indirectly, certain newly issued ordinary shares of Holdco. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1.          Commitment.   The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through GL Trade Investment L.P. (the “SPV”) or one or more Affiliates (which shall include, for the purpose of this letter, any other investment entity managed or advised by the Sponsor or its Affiliates) as provided in the last sentence of this Section 1, for newly issued ordinary shares of Holdco and to pay to Holdco in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $60 million (such sum, subject to adjustment as set forth in this Section 1, the “Commitment”), and shall cause Holdco, upon receipt of the Commitment, to use such amount only to (i) fund a portion of the Merger Fund and any other amounts required to be paid by Holdco pursuant to the Merger Agreement to consummate the transactions contemplated thereby and (ii) pay related fees and expenses pursuant to the Merger Agreement (collectively, the “Total Funding Requirement”). Notwithstanding anything to the contrary contained herein, the Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Holdco and the liability of the Sponsor hereunder shall in no event exceed the amount of the Commitment. In the event the amount of the Commitment, together with the total amount of commitments made by the Other Sponsors under the Other Sponsor Equity Commitment Letters (collectively, the “Other Commitments” and, together with the Commitment, the “Total Commitment”) and the other financing arrangements contemplated by the Merger Agreement, exceeds the Total Funding Requirement, the amount to be funded under this letter shall, unless otherwise agreed in writing by the Sponsor, be reduced by Holdco on a pro rata basis based on the Commitment and the Total Commitment, to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Total Funding Requirement. The Sponsor may allocate all or a portion of the Commitment to the SPV or one or more of its Affiliates; provided, that (a) such allocation shall not relieve the Sponsor of its obligations hereunder if the SPV or such Affiliate to which the Commitment is allocated does not perform its obligations with respect to the allocated Commitment, and (b) the Commitment hereunder will only be reduced by any amounts actually contributed to Holdco by the SPV or such Affiliate to which the Commitment is allocated (and not returned) at or prior to the Closing Date for the purpose of funding a portion of the Total Funding Requirement.

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2.          Conditions to Funding. The payment of the Commitment to Holdco shall be subject to (a) the satisfaction, or waiver, by Holdco of each of the conditions to Holdco’s and Merger Sub’s obligations to effect the Merger set forth in Section 9.1 and Section 9.3 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) the substantially concurrent occurrence of the Closing, (c) the Debt Financing and/or the Alternative Debt Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter or the Alternative Debt Financing Documents (if applicable) if the Commitment and the Other Commitments are funded at the Closing, and (d) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent, provided, however, that the satisfaction or failure of the condition set forth in clause (d) shall not limit or impair the ability of Holdco or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter if and only if (x) Holdco or the Company, as applicable, is also seeking enforcement of the Other Sponsor Equity Commitment Letters or (y) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.          Termination.  The obligation of the Sponsor to fund its Commitment will terminate automatically and immediately to the extent described below upon the earlier to occur of (i) the Effective Time; provided that the Sponsor shall at or prior to the Effective Time have fully funded and paid or procure the funding and payment to Holdco the Commitment and fully performed other obligations hereunder, and (ii) the valid termination of the Merger Agreement in accordance with its terms. Upon termination of this letter, the Sponsor shall not have any further obligations or liabilities hereunder.

4.          Confidentiality.  This letter shall be treated as confidential and is being provided to Holdco and the Company solely in connection with the Merger.  Unless required by applicable Laws or in connection with any SEC filings relating to the Merger, this letter may not be used, circulated, quoted or otherwise referred to in any document, without the Sponsor’s written consent, provided, however, that each of the Sponsor and Holdco may disclose the existence and content of this letter agreement to their respective equity holders, controlling persons, directors, officers, employees, agents, financing sources, Affiliates, members, managers or general or limited partners and any representatives of the foregoing (collectively, “Representatives”), to the Other Sponsors and their respective Representatives, and in connection with any litigation relating to the Merger, the Merger Agreement or the transactions contemplated thereby as permitted by or provided in the Merger Agreement.

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5.          Enforceability. This letter may be enforced by (i) Holdco in accordance with the terms hereof, or (ii) by the Company pursuant to the Company’s right to seek specific performance of Holdco’s obligation to cause the Sponsor to fund its Commitment in accordance with the terms hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, Section 11.11 of the Merger Agreement.

6.          Third Party Beneficiaries. This letter shall inure to the benefit of and be binding upon Holdco and the Sponsor. Nothing in this letter, express or implied, is intended to, nor does it, confer upon any person (other than Holdco and the Sponsor) any rights or remedies under, or by reason of, or any rights (i) to enforce the Commitment or any provisions of this letter or (ii) to confer upon any person any rights or remedies against any person other than the Sponsor under or by reason of this letter; provided, that the Company is an express third-party beneficiary hereof to the extent and only to the extent that it seeks specific performance of Holdco’s obligations in accordance with Section 5 hereof. In no event shall any of Holdco’s, Merger Sub’s or the Company’s creditors or any other person (other than the Company to the extent provided herein) have any right to enforce this letter.

7.          Governing Law.  This letter shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.

8.          Submission to Jurisdiction. Except as set out in Section 13 hereof, each of the parties hereby irrevocably and unconditionally (i) consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.

9.          Counterparts.  This letter may be executed in counterparts (including by e-mail of scanned versions and by facsimile), each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

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10.        Warranties. The Sponsor hereby represents and warrants with respect to itself to Holdco that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) it has all requisite limited partnership, corporate or other similar organizational power and authority to execute, deliver and perform this letter; (c) the execution, delivery and performance of this letter by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it; (d) this letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (e) it has, together with its Affiliates, available funding commitments in excess of the sum of its Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and its Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment, whether directly or indirectly, pursuant to the terms of its constituent documents or others; (f) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter; and (g) the execution, delivery and performance by the Sponsor of this letter do not (i) violate the organizational documents of the Sponsor or (ii) except as would not reasonably be expected to prevent or adversely affect in any material respect the ability of the Sponsor to perform its obligations hereunder, violate any Law binding on the Sponsor or conflict with any material agreement binding on the Sponsor.

11.        No Recourse. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter, Holdco covenants, agrees and acknowledges that no person (other than the Sponsor) has any obligation hereunder and that, notwithstanding that the Sponsor or its Affiliates may be partnerships or limited liability companies, Holdco has no right of recovery under this letter, or any claim based on such obligations against, and no personal liability shall attach to, any former, current or future Representatives of the Sponsor, Merger Sub or Holdco, or any former, current or future Representatives of any of the foregoing, excluding however the Sponsor, Holdco or their respective successors or permitted assignees (collectively, each of the foregoing but not including the Sponsor, Holdco or their respective successors or permitted assignees themselves, a “Non-Recourse Party”), through Holdco or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company or Holdco against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

12.        Notices. All notices, requests and other communications to any party hereunder shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

if to Holdco, to:

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Fax No: +86-10-5961-1210

Attn: Ms. Shirley Lin

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if to Sponsor, to:

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People's Republic of China

Attention: Shirley Lin

Facsimile: +86-10-5961-1210

with a copy to (which alone shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1 Jianguomenwai Avenue

Beijing 100004, China

Attention: Peter Huang

Facsimile: +86-10-6535-5577

13.        WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

14.        No Modifications; Complete Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco and the Sponsor. This letter, together with the applicable portions of the Merger Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements or understandings, both written and oral, between the parties with respect to the subject matter hereof.

15.        Severability. Any term or provision of this letter which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this letter in any other jurisdiction. If any provision of this letter is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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16.        Interpretation. Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a section, such reference shall be to a section of this letter agreement unless otherwise indicated. The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

[Signature Pages to Follow]

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Very truly yours,
GL China Opportunities Fund II L.P.
By:	GL Capital Management GP II L.P., its General Partner
By:	GL Capital Management GP II Ltd., its General Partner
By:	/s/ Zhenfu Li
Name:	Zhenfu Li
Title:	Director
GL China Opportunities Fund II (Canada) L.P.
By:	GL Capital Management GP II B.C. Ltd., its General Partner
By:	/s/ Zhenfu Li
Name:	Zhenfu Li
Title:	Director

[Signature Page to Equity Commitment Letter]

Agreed to and acknowledged as of the date first written above:

Silver Biotech Investment Limited
By:	/s/ Yang Yang
	Name: Yang Yang
	Title: Director

[Signature Page to Equity Commitment Letter]

EX-99.7

Exhibit 99.7

Execution Version

EQUITY COMMITMENT LETTER

June 7, 2017

Silver Biotech Investment Limited

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Attn: Ms. Shirley Lin

Re: Equity Commitment Letter

Ladies and Gentlemen:

This letter sets forth the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Silver Biotech Investment Limited, a company incorporated in the Cayman Islands with limited liability (“Holdco”), Silver Delaware Investment Limited, a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), and SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), and (ii) the terms and conditions contained herein, to subscribe for, directly or indirectly, certain newly issued ordinary shares of Holdco. Concurrently with the delivery of this letter agreement, GL China Opportunities Fund II L.P., a limited partnership organized under the laws of the Cayman Islands, GL China Opportunities Fund II (Canada) L.P., a limited partnership registered in Canada (collectively, the “GL Sponsor”), Mr. Weihang Zhu, a citizen of the People’s Republic of China, Ascendent Capital Partners II, L.P., a limited partnership organized under the laws of the Cayman Islands, and CDH Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands, (collectively with the GL Sponsor, the “Other Sponsors” and, each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreement (each an “Other Sponsor Equity Commitment Letter”) committing to subscribe for or cause to be subscribed for, directly or indirectly, certain newly issued ordinary shares of Holdco. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1.          Commitment.   The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through Ocean Falcon Limited (the “SPV”) or one or more Affiliates (which shall include, for the purpose of this letter, any other investment entity managed or advised by the Sponsor or its Affiliates) as provided in the last sentence of this Section 1, for newly issued ordinary shares of Holdco and to pay to Holdco in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $49 million (such sum, subject to adjustment as set forth in this Section 1, the “Commitment”), and shall cause Holdco, upon receipt of the Commitment, to use such amount only to (i) fund a portion of the Merger Fund and any other amounts required to be paid by Holdco pursuant to the Merger Agreement to consummate the transactions contemplated thereby and (ii) pay related fees and expenses pursuant to the Merger Agreement (collectively, the “Total Funding Requirement”). Notwithstanding anything to the contrary contained herein, the Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Holdco and the liability of the Sponsor hereunder shall in no event exceed the amount of the Commitment. In the event the amount of the Commitment, together with the total amount of commitments made by the Other Sponsors under the Other Sponsor Equity Commitment Letters (collectively, the “Other Commitments” and, together with the Commitment”, the “Total Commitment”) and the other financing arrangements contemplated by the Merger Agreement, exceeds the Total Funding Requirement, the amount to be funded under this letter shall, unless otherwise agreed in writing by the Sponsor, be reduced by Holdco on a pro rata basis based on the Commitment and the Total Commitment, to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Total Funding Requirement. The Sponsor may allocate all or a portion of the Commitment to the SPV or one or more of its Affiliates; provided, that (a) such allocation shall not relieve the Sponsor of its obligations hereunder if the SPV or such Affiliate to which the Commitment is allocated does not perform its obligations with respect to the allocated Commitment, and (b) the Commitment hereunder will only be reduced by any amounts actually contributed to Holdco by the SPV or such Affiliate to which the Commitment is allocated (and not returned) at or prior to the Closing Date for the purpose of funding a portion of the Total Funding Requirement.

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2.          Conditions to Funding. The payment of the Commitment to Holdco shall be subject to (a) the satisfaction, or waiver, by Holdco of each of the conditions to Holdco’s and Merger Sub’s obligations to effect the Merger set forth in Section 9.1 and Section 9.3 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) the substantially concurrent occurrence of the Closing, (c) the Debt Financing and/or the Alternative Debt Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter or the Alternative Debt Financing Documents (if applicable) if the Commitment and the Other Commitments are funded at the Closing, and (d) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent, provided, however, that the satisfaction or failure of the condition set forth in clause (d) shall not limit or impair the ability of Holdco or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter if and only if (x) Holdco or the Company, as applicable, is also seeking enforcement of the Other Sponsor Equity Commitment Letters or (y) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.          Termination.  The obligation of the Sponsor to fund its Commitment will terminate automatically and immediately to the extent described below upon the earlier to occur of (i) the Effective Time; provided that the Sponsor shall at or prior to the Effective Time have fully funded and paid or procure the funding and payment to Holdco the Commitment and fully performed other obligations hereunder, and (ii) the valid termination of the Merger Agreement in accordance with its terms. Upon termination of this letter, the Sponsor shall not have any further obligations or liabilities hereunder.

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4.          Confidentiality.  This letter shall be treated as confidential and is being provided to Holdco and the Company solely in connection with the Merger.  Unless required by applicable Laws or in connection with any SEC filings relating to the Merger, this letter may not be used, circulated, quoted or otherwise referred to in any document, without the Sponsor’s written consent, provided, however, that each of the Sponsor and Holdco may disclose the existence and content of this letter agreement to their respective equity holders, controlling persons, directors, officers, employees, agents, financing sources, Affiliates, members, managers or general or limited partners and any representatives of the foregoing (collectively, “Representatives”), to the Other Sponsors and their respective Representatives, and in connection with any litigation relating to the Merger, the Merger Agreement or the transactions contemplated thereby as permitted by or provided in the Merger Agreement.

5.          Enforceability. This letter may be enforced by (i) Holdco in accordance with the terms hereof, or (ii) by the Company pursuant to the Company’s right to seek specific performance of Holdco’s obligation to cause the Sponsor to fund its Commitment in accordance with the terms hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, Section 11.11 of the Merger Agreement.

6.          Third Party Beneficiaries. This letter shall inure to the benefit of and be binding upon Holdco and the Sponsor. Nothing in this letter, express or implied, is intended to, nor does it, confer upon any person (other than Holdco and the Sponsor) any rights or remedies under, or by reason of, or any rights (i) to enforce the Commitment or any provisions of this letter or (ii) to confer upon any person any rights or remedies against any person other than the Sponsor under or by reason of this letter; provided, that the Company is an express third-party beneficiary hereof to the extent and only to the extent that it seeks specific performance of Holdco’s obligations in accordance with Section 5 hereof. In no event shall any of Holdco’s, Merger Sub’s or the Company’s creditors or any other person (other than the Company to the extent provided herein) have any right to enforce this letter.

7.          Governing Law.  This letter shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.

8.          Submission to Jurisdiction. Except as set out in Section 13 hereof, each of the parties hereby irrevocably and unconditionally (i) consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.

9.          Counterparts.  This letter may be executed in counterparts (including by e-mail of scanned versions and by facsimile), each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

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10.       Warranties. The Sponsor hereby represents and warrants with respect to itself to Holdco that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) it has all requisite limited partnership, corporate or other similar organizational power and authority to execute, deliver and perform this letter; (c) the execution, delivery and performance of this letter by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it; (d) this letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (e) it has, together with its Affiliates, available funding commitments in excess of the sum of its Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and its Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment, whether directly or indirectly, pursuant to the terms of its constituent documents or others; (f) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter; and (g) the execution, delivery and performance by the Sponsor of this letter do not (i) violate the organizational documents of the Sponsor or (ii) except as would not reasonably be expected to prevent or adversely affect in any material respect the ability of the Sponsor to perform its obligations hereunder, violate any Law binding on the Sponsor or conflict with any material agreement binding on the Sponsor.

11.       No Recourse. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter, Holdco covenants, agrees and acknowledges that no person (other than the Sponsor) has any obligation hereunder and that, notwithstanding that the Sponsor or its Affiliates may be partnerships or limited liability companies, Holdco has no right of recovery under this letter, or any claim based on such obligations against, and no personal liability shall attach to, any former, current or future Representatives of the Sponsor, Merger Sub or Holdco, or any former, current or future Representatives of any of the foregoing, excluding however the Sponsor, Holdco or their respective successors or permitted assignees (collectively, each of the foregoing but not including the Sponsor, Holdco or their respective successors or permitted assignees themselves, a “Non-Recourse Party”), through Holdco or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company or Holdco against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

12.       Notices. All notices, requests and other communications to any party hereunder shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

if to Holdco, to:

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Fax No: +86-10-5961-1210

Attn: Ms. Shirley Lin

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if to Sponsor, to:

c/o Bank of China Group Investment Limited

23rd Floor, 1 Garden Road,

Central, Hong Kong

Attention: Huang Tao/Richard Zheng

Facsimile: +852 2810 9736

with a copy to:

Clifford Chance LLP

27th Floor, Jardine House, One Connaught Place

Hong Kong

Attention: Fang Liu

Facsimile: +852 2825 8800

13.        WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

14.        No Modifications; Complete Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco and the Sponsor. This letter, together with the applicable portions of the Merger Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements or understandings, both written and oral, between the parties with respect to the subject matter hereof.

15.        Severability. Any term or provision of this letter which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this letter in any other jurisdiction. If any provision of this letter is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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16.        Interpretation. Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a section, such reference shall be to a section of this letter agreement unless otherwise indicated. The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

[Signature Pages to Follow]

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Very truly yours,
Bank of China Group Investment Limited
By:	/s/ SER Chark Lam
Name:	SER Chark Lam
Title:	Deputy CEO

[Signature Page to Equity Commitment Letter]

Agreed to and acknowledged as of the date first written above:

Silver Biotech Investment Limited
By:	/s/ Yang Yang
	Name: Yang Yang
	Title: Director

[Signature Page to Equity Commitment Letter]

EX-99.8

Exhibit 99.8

Execution Version

EQUITY COMMITMENT LETTER

June 7, 2017

Silver Biotech Investment Limited

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Attn: Ms. Shirley Lin

Re: Equity Commitment Letter

Ladies and Gentlemen:

This letter sets forth the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Silver Biotech Investment Limited, a company incorporated in the Cayman Islands with limited liability (“Holdco”), Silver Delaware Investment Limited, a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), and SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), and (ii) the terms and conditions contained herein, to subscribe for, directly or indirectly, certain newly issued ordinary shares of Holdco. Concurrently with the delivery of this letter agreement, GL China Opportunities Fund II L.P., a limited partnership organized under the laws of the Cayman Islands, GL China Opportunities Fund II (Canada) L.P., a limited partnership registered in Canada (collectively, the “GL Sponsor”), Bank of China Group Investment Limited, a company incorporated under the laws of Hong Kong, Mr. Weihang Zhu, a citizen of the People’s Republic of China, and Ascendent Capital Partners II, L.P., a limited partnership organized under the laws of the Cayman Islands, (collectively with the GL Sponsor, the “Other Sponsors” and, each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreement (each an “Other Sponsor Equity Commitment Letter”) committing to subscribe for or cause to be subscribed for, directly or indirectly, certain newly issued ordinary shares of Holdco. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1.          Commitment.   The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through Avengers Limited(the “SPV”) or one or more Affiliates (which shall include, for the purpose of this letter, any other investment entity managed or advised by the Sponsor or its Affiliates) as provided in the last sentence of this Section 1, for newly issued ordinary shares of Holdco and to pay to Holdco in immediately available funds at or prior to the Effective Time an aggregate cash purchase price in equal to $61 million (such sum, subject to adjustment as set forth in this Section 1, the “Commitment”), and shall cause Holdco, upon receipt of the Commitment, to use such amount only to (i) fund a portion of the Merger Fund and any other amounts required to be paid by Holdco pursuant to the Merger Agreement to consummate the transactions contemplated thereby and (ii) pay related fees and expenses pursuant to the Merger Agreement (collectively, the “Total Funding Requirement”). Notwithstanding anything to the contrary contained herein, the Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Holdco and the liability of the Sponsor hereunder shall in no event exceed the amount of the Commitment. In the event the amount of the Commitment, together with the total amount of commitments made by the Other Sponsors under the Other Sponsor Equity Commitment Letters (collectively, the “Other Commitments” and, together with the Commitment”, the “Total Commitment”) and the other financing arrangements contemplated by the Merger Agreement, exceeds the Total Funding Requirement, the amount to be funded under this letter shall, unless otherwise agreed in writing by the Sponsor, be reduced by Holdco on a pro rata basis based on the Commitment and the Total Commitment, to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Total Funding Requirement. The Sponsor may allocate all or a portion of the Commitment to the SPV or one or more of its Affiliates; provided, that (a) such allocation shall not relieve the Sponsor of its obligations hereunder if the SPV or such Affiliate to which the Commitment is allocated does not perform its obligations with respect to the allocated Commitment, and (b) the Commitment hereunder will only be reduced by any amounts actually contributed to Holdco by the SPV or such Affiliate to which the Commitment is allocated (and not returned) at or prior to the Closing Date for the purpose of funding a portion of the Total Funding Requirement.

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2.          Conditions to Funding. The payment of the Commitment to Holdco shall be subject to (a) the satisfaction, or waiver, by Holdco of each of the conditions to Holdco’s and Merger Sub’s obligations to effect the Merger set forth in Section 9.1 and Section 9.3 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) the substantially concurrent occurrence of the Closing, (c) the Debt Financing and/or the Alternative Debt Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter or the Alternative Debt Financing Documents (if applicable) if the Commitment and the Other Commitments are funded at the Closing, and (d) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent, provided, however, that the satisfaction or failure of the condition set forth in clause (d) shall not limit or impair the ability of Holdco or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter if and only if (x) Holdco or the Company, as applicable, is also seeking enforcement of the Other Sponsor Equity Commitment Letters or (y) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.          Termination.  The obligation of the Sponsor to fund its Commitment will terminate automatically and immediately to the extent described below upon the earlier to occur of (i) the Effective Time; provided that the Sponsor shall at or prior to the Effective Time have fully funded and paid or procure the funding and payment to Holdco the Commitment and fully performed other obligations hereunder, and (ii) the valid termination of the Merger Agreement in accordance with its terms. Upon termination of this letter, the Sponsor shall not have any further obligations or liabilities hereunder.

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4.          Confidentiality.  This letter shall be treated as confidential and is being provided to Holdco and the Company solely in connection with the Merger.  Unless required by applicable Laws or in connection with any SEC filings relating to the Merger, this letter may not be used, circulated, quoted or otherwise referred to in any document, without the Sponsor’s written consent, provided, however, that each of the Sponsor and Holdco may disclose the existence and content of this letter agreement to their respective equity holders, controlling persons, directors, officers, employees, agents, financing sources, Affiliates, members, managers or general or limited partners and any representatives of the foregoing (collectively, “Representatives”), to the Other Sponsors and their respective Representatives, and in connection with any litigation relating to the Merger, the Merger Agreement or the transactions contemplated thereby as permitted by or provided in the Merger Agreement.

5.          Enforceability. This letter may be enforced by (i) Holdco in accordance with the terms hereof, or (ii) by the Company pursuant to the Company’s right to seek specific performance of Holdco’s obligation to cause the Sponsor to fund its Commitment in accordance with the terms hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, Section 11.11 of the Merger Agreement.

6.          Third Party Beneficiaries. This letter shall inure to the benefit of and be binding upon Holdco and the Sponsor. Nothing in this letter, express or implied, is intended to, nor does it, confer upon any person (other than Holdco and the Sponsor) any rights or remedies under, or by reason of, or any rights (i) to enforce the Commitment or any provisions of this letter or (ii) to confer upon any person any rights or remedies against any person other than the Sponsor under or by reason of this letter; provided, that the Company is an express third-party beneficiary hereof to the extent and only to the extent that it seeks specific performance of Holdco’s obligations in accordance with Section 5 hereof. In no event shall any of Holdco’s, Merger Sub’s or the Company’s creditors or any other person (other than the Company to the extent provided herein) have any right to enforce this letter.

7.          Governing Law.  This letter shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.

8.          Submission to Jurisdiction. Except as set out in Section 13 hereof, each of the parties hereby irrevocably and unconditionally (i) consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.

9.          Counterparts.  This letter may be executed in counterparts (including by e-mail of scanned versions and by facsimile), each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

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10.        Warranties. The Sponsor hereby represents and warrants with respect to itself to Holdco that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) it has all requisite limited partnership, corporate or other similar organizational power and authority to execute, deliver and perform this letter; (c) the execution, delivery and performance of this letter by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it; (d) this letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (e) it has, together with its Affiliates, available funding commitments in excess of the sum of its Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and its Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment, whether directly or indirectly, pursuant to the terms of its constituent documents or others; (f) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter; and (g) the execution, delivery and performance by the Sponsor of this letter do not (i) violate the organizational documents of the Sponsor or (ii) except as would not reasonably be expected to prevent or adversely affect in any material respect the ability of the Sponsor to perform its obligations hereunder, violate any Law binding on the Sponsor or conflict with any material agreement binding on the Sponsor.

11.        No Recourse. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter, Holdco covenants, agrees and acknowledges that no person (other than the Sponsor) has any obligation hereunder and that, notwithstanding that the Sponsor or its Affiliates may be partnerships or limited liability companies, Holdco has no right of recovery under this letter, or any claim based on such obligations against, and no personal liability shall attach to, any former, current or future Representatives of the Sponsor, Merger Sub or Holdco, or any former, current or future Representatives of any of the foregoing, excluding however the Sponsor, Holdco or their respective successors or permitted assignees (collectively, each of the foregoing but not including the Sponsor, Holdco or their respective successors or permitted assignees themselves, a “Non-Recourse Party”), through Holdco or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company or Holdco against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

12.        Notices. All notices, requests and other communications to any party hereunder shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

if to Holdco, to:

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Fax No: +86-10-5961-1210

Attn: Ms. Shirley Lin

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if to Sponsor, to:

1503, Level 15, International Commerce Centre

1 Austin Road West, Kowloon, Hong Kong

Attention: Wu Minfeng

Facsimile: +86 10 8507 6999

with a copy to (which alone shall not constitute notice):

25/F Fortune Financial Center,

5 Dong San Huan Central Road

Chaoyang District Beijing

Attention: William Hsu

Facsimile: +86 10 8507 6999

White & Case LLP, Beijing Office

19th Floor, Tower 1 of China Central Place

81 Jianguo Lu, Chaoyang District

Beijing 100025

Attention: Andre Zhu

Facsimile: +86 10 5912 9600

13.        WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

14.         No Modifications; Complete Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco and the Sponsor. This letter, together with the applicable portions of the Merger Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements or understandings, both written and oral, between the parties with respect to the subject matter hereof.

15.         Severability. Any term or provision of this letter which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this letter in any other jurisdiction. If any provision of this letter is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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16.         Interpretation. Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a section, such reference shall be to a section of this letter agreement unless otherwise indicated. The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

[Signature Pages to Follow]

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Very truly yours,
CDH Fund V, L.P.
By: CDH V Holdings Company Limited
By:	/s/ Wu Shangzhi
Name:	Wu Shangzhi
Title:	Director

[Signature Page to Equity Commitment Letter]

Agreed to and acknowledged as of the date first written above:

Silver Biotech Investment Limited
By:	/s/ Yang Yang
	Name: Yang Yang
	Title:   Director

[Signature Page to Equity Commitment Letter]

EX-99.9

Exhibit 99.9

Execution Version

EQUITY COMMITMENT LETTER

June 7, 2017

Silver Biotech Investment Limited

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Attn: Ms. Shirley Lin

Re: Equity Commitment Letter

Ladies and Gentlemen:

This letter sets forth the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Silver Biotech Investment Limited, a company incorporated in the Cayman Islands with limited liability (“Holdco”), Silver Delaware Investment Limited, a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), and SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), and (ii) the terms and conditions contained herein, to subscribe for, directly or indirectly, certain newly issued ordinary shares of Holdco. Concurrently with the delivery of this letter agreement, GL China Opportunities Fund II L.P., a limited partnership organized under the laws of the Cayman Islands, GL China Opportunities Fund II (Canada) L.P., a limited partnership registered in Canada (collectively, the “GL Sponsor”), Bank of China Group Investment Limited, a company incorporated under the laws of Hong Kong, Mr. Weihang Zhu, a citizen of the People’s Republic of China, and CDH Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands, (collectively with the GL Sponsor, the “Other Sponsors” and, each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreement (each an “Other Sponsor Equity Commitment Letter”) committing to subscribe for or cause to be subscribed for, directly or indirectly, certain newly issued ordinary shares of Holdco. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1.         Commitment.   The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through Ascendent Silver (Cayman) Limited(the “SPV”) or one or more Affiliates (which shall include, for the purpose of this letter, any other investment entity managed or advised by the Sponsor or its Affiliates) as provided in the last sentence of this Section 1, for newly issued ordinary shares of Holdco and to pay to Holdco in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $60 million (such sum, subject to adjustment as set forth in this Section 1, the “Commitment”), and shall cause Holdco, upon receipt of the Commitment, to use such amount only to (i) fund a portion of the Merger Fund and any other amounts required to be paid by Holdco pursuant to the Merger Agreement to consummate the transactions contemplated thereby and (ii) pay related fees and expenses pursuant to the Merger Agreement (collectively, the “Total Funding Requirement”). Notwithstanding anything to the contrary contained herein, the Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Holdco and the liability of the Sponsor hereunder shall in no event exceed the amount of the Commitment. In the event the amount of the Commitment, together with the total amount of commitments made by the Other Sponsors under the Other Sponsor Equity Commitment Letters (collectively, the “Other Commitments” and, together with the Commitment”, the “Total Commitment”) and the other financing arrangements contemplated by the Merger Agreement, exceeds the Total Funding Requirement, the amount to be funded under this letter shall, unless otherwise agreed in writing by the Sponsor, be reduced by Holdco on a pro rata basis based on the Commitment and the Total Commitment, to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Total Funding Requirement. The Sponsor may allocate all or a portion of the Commitment to the SPV or one or more of its Affiliates; provided, that (a) such allocation shall not relieve the Sponsor of its obligations hereunder if the SPV or such Affiliate to which the Commitment is allocated does not perform its obligations with respect to the allocated Commitment, and (b) the Commitment hereunder will only be reduced by any amounts actually contributed to Holdco by the SPV or such Affiliate to which the Commitment is allocated (and not returned) at or prior to the Closing Date for the purpose of funding a portion of the Total Funding Requirement.

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2.         Conditions to Funding. The payment of the Commitment to Holdco shall be subject to (a) the satisfaction, or waiver, by Holdco of each of the conditions to Holdco’s and Merger Sub’s obligations to effect the Merger set forth in Section 9.1 and Section 9.3 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) the substantially concurrent occurrence of the Closing, (c) the Debt Financing and/or the Alternative Debt Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter or the Alternative Debt Financing Documents (if applicable) if the Commitment and the Other Commitments are funded at the Closing, and (d) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent, provided, however, that the satisfaction or failure of the condition set forth in clause (d) shall not limit or impair the ability of Holdco or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter if and only if (x) Holdco or the Company, as applicable, is also seeking enforcement of the Other Sponsor Equity Commitment Letters or (y) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.         Termination.  The obligation of the Sponsor to fund its Commitment will terminate automatically and immediately to the extent described below upon the earlier to occur of (i) the Effective Time; provided that the Sponsor shall at or prior to the Effective Time have fully funded and paid or procure the funding and payment to Holdco the Commitment and fully performed other obligations hereunder, and (ii) the valid termination of the Merger Agreement in accordance with its terms. Upon termination of this letter, the Sponsor shall not have any further obligations or liabilities hereunder.

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4.         Confidentiality.  This letter shall be treated as confidential and is being provided to Holdco and the Company solely in connection with the Merger.  Unless required by applicable Laws or in connection with any SEC filings relating to the Merger, this letter may not be used, circulated, quoted or otherwise referred to in any document, without the Sponsor’s written consent, provided, however, that each of the Sponsor and Holdco may disclose the existence and content of this letter agreement to their respective equity holders, controlling persons, directors, officers, employees, agents, financing sources, Affiliates, members, managers or general or limited partners and any representatives of the foregoing (collectively, “Representatives”), to the Other Sponsors and their respective Representatives, and in connection with any litigation relating to the Merger, the Merger Agreement or the transactions contemplated thereby as permitted by or provided in the Merger Agreement.

5.         Enforceability. This letter may be enforced by (i) Holdco in accordance with the terms hereof, or (ii) by the Company pursuant to the Company’s right to seek specific performance of Holdco’s obligation to cause the Sponsor to fund its Commitment in accordance with the terms hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, Section 11.11 of the Merger Agreement.

6.         Third Party Beneficiaries. This letter shall inure to the benefit of and be binding upon Holdco and the Sponsor. Nothing in this letter, express or implied, is intended to, nor does it, confer upon any person (other than Holdco and the Sponsor) any rights or remedies under, or by reason of, or any rights (i) to enforce the Commitment or any provisions of this letter or (ii) to confer upon any person any rights or remedies against any person other than the Sponsor under or by reason of this letter; provided, that the Company is an express third-party beneficiary hereof to the extent and only to the extent that it seeks specific performance of Holdco’s obligations in accordance with Section 5 hereof. In no event shall any of Holdco’s, Merger Sub’s or the Company’s creditors or any other person (other than the Company to the extent provided herein) have any right to enforce this letter.

7.         Governing Law.  This letter shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.

8.         Submission to Jurisdiction. Except as set out in Section 13 hereof, each of the parties hereby irrevocably and unconditionally (i) consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.

9.         Counterparts.  This letter may be executed in counterparts (including by e-mail of scanned versions and by facsimile), each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

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10.        Warranties. The Sponsor hereby represents and warrants with respect to itself to Holdco that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) it has all requisite limited partnership, corporate or other similar organizational power and authority to execute, deliver and perform this letter; (c) the execution, delivery and performance of this letter by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it; (d) this letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (e) it has, together with its Affiliates, available funding commitments in excess of the sum of its Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and its Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment, whether directly or indirectly, pursuant to the terms of its constituent documents or others; (f) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter; and (g) the execution, delivery and performance by the Sponsor of this letter do not (i) violate the organizational documents of the Sponsor or (ii) except as would not reasonably be expected to prevent or adversely affect in any material respect the ability of the Sponsor to perform its obligations hereunder, violate any Law binding on the Sponsor or conflict with any material agreement binding on the Sponsor.

11.        No Recourse. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter, Holdco covenants, agrees and acknowledges that no person (other than the Sponsor) has any obligation hereunder and that, notwithstanding that the Sponsor or its Affiliates may be partnerships or limited liability companies, Holdco has no right of recovery under this letter, or any claim based on such obligations against, and no personal liability shall attach to, any former, current or future Representatives of the Sponsor, Merger Sub or Holdco, or any former, current or future Representatives of any of the foregoing, excluding however the Sponsor, Holdco or their respective successors or permitted assignees (collectively, each of the foregoing but not including the Sponsor, Holdco or their respective successors or permitted assignees themselves, a “Non-Recourse Party”), through Holdco or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company or Holdco against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

12.        Notices. All notices, requests and other communications to any party hereunder shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

if to Holdco, to:

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Fax No: +86-10-5961-1210

Attn: Ms. Shirley Lin

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if to Sponsor, to:

Suite 1609, 16/F, Jardine House, 1 Connaught Place

Central, Hong Kong

Attention: Stone Shi

Facsimile: +852 2165 9019

with a copy to (which alone shall not constitute notice):

Morrison & Foerster LLP

33/F, Edinburgh Tower, The Landmark, 15 Queen's Road

Central, Hong Kong

Attention: Marcia Ellis

Facsimile: +852 2585 0800

13.        WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

14.        No Modifications; Complete Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco and the Sponsor. This letter, together with the applicable portions of the Merger Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements or understandings, both written and oral, between the parties with respect to the subject matter hereof.

15.        Severability. Any term or provision of this letter which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this letter in any other jurisdiction. If any provision of this letter is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

16.        Interpretation. Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a section, such reference shall be to a section of this letter agreement unless otherwise indicated. The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

[Signature Pages to Follow]

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Very truly yours,
Ascendent Capital Partners II, L.P.
By: Ascendent Capital Partners II GP, L.P.
By: Ascendent Capital Partners II GP Limited
By:	/s/ Anna Lam
Name:	Anna Lam
Title:	Authorised Signatory

[Signature Page to Equity Commitment Letter]

Agreed to and acknowledged as of the date first written above:

Silver Biotech Investment Limited
By:	/s/ Yang Yang
	Name: Yang Yang
	Title: Director

[Signature Page to Equity Commitment Letter]

EX-99.10

Exhibit 99.10

Execution Version

EQUITY COMMITMENT LETTER

June 7, 2017

Silver Biotech Investment Limited

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Attn: Ms. Shirley Lin

Re: Equity Commitment Letter

Ladies and Gentlemen:

This letter sets forth the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Silver Biotech Investment Limited, a company incorporated in the Cayman Islands with limited liability (“Holdco”), Silver Delaware Investment Limited, a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), and SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), and (ii) the terms and conditions contained herein, to subscribe for, directly or indirectly, certain newly issued ordinary shares of Holdco. Concurrently with the delivery of this letter agreement, GL China Opportunities Fund II L.P., a limited partnership organized under the laws of the Cayman Islands, GL China Opportunities Fund II (Canada) L.P., a limited partnership registered in Canada (collectively, the “GL Sponsor”), Bank of China Group Investment Limited, a company incorporated under the laws of Hong Kong, Ascendent Capital Partners II, L.P., a limited partnership organized under the laws of the Cayman Islands, and CDH Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands, (collectively with the GL Sponsor, the “Other Sponsors” and, each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreement (each an “Other Sponsor Equity Commitment Letter”) committing to subscribe for or cause to be subscribed for, directly or indirectly, certain newly issued ordinary shares of Holdco. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1.         Commitment.   The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through Boying Investments Limited (the “SPV”) or one or more Affiliates (which shall include, for the purpose of this letter, any other investment entity managed or advised by the Sponsor or its Affiliates) as provided in the last sentence of this Section 1, for newly issued ordinary shares of Holdco and to pay to Holdco in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $31 million (such sum, subject to adjustment as set forth in this Section 1, the “Commitment”), and shall cause Holdco, upon receipt of the Commitment, to use such amount only to (i) fund a portion of the Merger Fund and any other amounts required to be paid by Holdco pursuant to the Merger Agreement to consummate the transactions contemplated thereby and (ii) pay related fees and expenses pursuant to the Merger Agreement (collectively, the “Total Funding Requirement”). Notwithstanding anything to the contrary contained herein, the Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Holdco and the liability of the Sponsor hereunder shall in no event exceed the amount of the Commitment. In the event the amount of the Commitment, together with the total amount of commitments made by the Other Sponsors under the Other Sponsor Equity Commitment Letters (collectively, the “Other Commitments” and, together with the Commitment”, the “Total Commitment”) and the other financing arrangements contemplated by the Merger Agreement, exceeds the Total Funding Requirement, the amount to be funded under this letter shall, unless otherwise agreed in writing by the Sponsor, be reduced by Holdco on a pro rata basis based on the Commitment and the Total Commitment, to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Total Funding Requirement. The Sponsor may allocate all or a portion of the Commitment to the SPV or one or more of its Affiliates; provided, that (a) such allocation shall not relieve the Sponsor of its obligations hereunder if the SPV or such Affiliate to which the Commitment is allocated does not perform its obligations with respect to the allocated Commitment, and (b) the Commitment hereunder will only be reduced by any amounts actually contributed to Holdco by the SPV or such Affiliate to which the Commitment is allocated (and not returned) at or prior to the Closing Date for the purpose of funding a portion of the Total Funding Requirement.

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2.         Conditions to Funding. The payment of the Commitment to Holdco shall be subject to (a) the satisfaction, or waiver, by Holdco of each of the conditions to Holdco’s and Merger Sub’s obligations to effect the Merger set forth in Section 9.1 and Section 9.3 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) the substantially concurrent occurrence of the Closing, (c) the Debt Financing and/or the Alternative Debt Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter or the Alternative Debt Financing Documents (if applicable) if the Commitment and the Other Commitments are funded at the Closing, and (d) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent, provided, however, that the satisfaction or failure of the condition set forth in clause (d) shall not limit or impair the ability of Holdco or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter if and only if (x) Holdco or the Company, as applicable, is also seeking enforcement of the Other Sponsor Equity Commitment Letters or (y) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.         Termination.  The obligation of the Sponsor to fund its Commitment will terminate automatically and immediately to the extent described below upon the earlier to occur of (i) the Effective Time; provided that the Sponsor shall at or prior to the Effective Time have fully funded and paid or procure the funding and payment to Holdco the Commitment and fully performed other obligations hereunder, and (ii) the valid termination of the Merger Agreement in accordance with its terms. Upon termination of this letter, the Sponsor shall not have any further obligations or liabilities hereunder.

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4.         Confidentiality.  This letter shall be treated as confidential and is being provided to Holdco and the Company solely in connection with the Merger.  Unless required by applicable Laws or in connection with any SEC filings relating to the Merger, this letter may not be used, circulated, quoted or otherwise referred to in any document, without the Sponsor’s written consent, provided, however, that each of the Sponsor and Holdco may disclose the existence and content of this letter agreement to their respective equity holders, controlling persons, directors, officers, employees, agents, financing sources, Affiliates, members, managers or general or limited partners and any representatives of the foregoing (collectively, “Representatives”), to the Other Sponsors and their respective Representatives, and in connection with any litigation relating to the Merger, the Merger Agreement or the transactions contemplated thereby as permitted by or provided in the Merger Agreement.

5.         Enforceability. This letter may be enforced by (i) Holdco in accordance with the terms hereof, or (ii) by the Company pursuant to the Company’s right to seek specific performance of Holdco’s obligation to cause the Sponsor to fund its Commitment in accordance with the terms hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, Section 11.11 of the Merger Agreement.

6.         Third Party Beneficiaries. This letter shall inure to the benefit of and be binding upon Holdco and the Sponsor. Nothing in this letter, express or implied, is intended to, nor does it, confer upon any person (other than Holdco and the Sponsor) any rights or remedies under, or by reason of, or any rights (i) to enforce the Commitment or any provisions of this letter or (ii) to confer upon any person any rights or remedies against any person other than the Sponsor under or by reason of this letter; provided, that the Company is an express third-party beneficiary hereof to the extent and only to the extent that it seeks specific performance of Holdco’s obligations in accordance with Section 5 hereof. In no event shall any of Holdco’s, Merger Sub’s or the Company’s creditors or any other person (other than the Company to the extent provided herein) have any right to enforce this letter.

7.         Governing Law.  This letter shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.

8.         Submission to Jurisdiction. Except as set out in Section 13 hereof, each of the parties hereby irrevocably and unconditionally (i) consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.

9.         Counterparts.  This letter may be executed in counterparts (including by e-mail of scanned versions and by facsimile), each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

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10.        Warranties. The Sponsor hereby represents and warrants with respect to itself to Holdco that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) it has all requisite limited partnership, corporate or other similar organizational power and authority to execute, deliver and perform this letter; (c) the execution, delivery and performance of this letter by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it; (d) this letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (e) it has, together with its Affiliates, available funding commitments in excess of the sum of its Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and its Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment, whether directly or indirectly, pursuant to the terms of its constituent documents or others; (f) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter; and (g) the execution, delivery and performance by the Sponsor of this letter do not (i) violate the organizational documents of the Sponsor or (ii) except as would not reasonably be expected to prevent or adversely affect in any material respect the ability of the Sponsor to perform its obligations hereunder, violate any Law binding on the Sponsor or conflict with any material agreement binding on the Sponsor.

11.        No Recourse. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter, Holdco covenants, agrees and acknowledges that no person (other than the Sponsor) has any obligation hereunder and that, notwithstanding that the Sponsor or its Affiliates may be partnerships or limited liability companies, Holdco has no right of recovery under this letter, or any claim based on such obligations against, and no personal liability shall attach to, any former, current or future Representatives of the Sponsor, Merger Sub or Holdco, or any former, current or future Representatives of any of the foregoing, excluding however the Sponsor, Holdco or their respective successors or permitted assignees (collectively, each of the foregoing but not including the Sponsor, Holdco or their respective successors or permitted assignees themselves, a “Non-Recourse Party”), through Holdco or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company or Holdco against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

12.        Notices. All notices, requests and other communications to any party hereunder shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

if to Holdco, to:

c/o Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Fax No: +86-10-5961-1210

Attn: Ms. Shirley Lin

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if to Sponsor, to:

c/o P.O. Box 957, Offshore Incorporations Centre,

Road Town, Tortola, British Virgin Islands

Attention: Xiaoying Li

Facsimile: +86 20 6261 3830

13.        WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

14.        No Modifications; Complete Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco and the Sponsor. This letter, together with the applicable portions of the Merger Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements or understandings, both written and oral, between the parties with respect to the subject matter hereof.

15.        Severability. Any term or provision of this letter which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this letter in any other jurisdiction. If any provision of this letter is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

16.        Interpretation. Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a section, such reference shall be to a section of this letter agreement unless otherwise indicated. The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

[Signature Pages to Follow]

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Very truly yours,

Weihang Zhu

/s/ Weihang Zhu

[Signature Page to Equity Commitment Letter]

Agreed to and acknowledged as of the date first written above:

Silver Biotech Investment Limited
By:	/s/ Yang Yang
	Name: Yang Yang
	Title:  Director

[Signature Page to Equity Commitment Letter]

EX-99.11

Exhibit 99.11

Execution Version

ROLLOVER AGREEMENT

This ROLLOVER AGREEMENT (this “Agreement”) dated as of June 7, 2017 among Silver Biotech Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Topco”), Silver Biotech Investment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”) and GL Trade Investment Limited, a company incorporated under the laws of the Cayman Islands (the “Rollover Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

WHEREAS, concurrently herewith, Holdco, Silver Delaware Investment Limited, a Delaware corporation and a wholly owned subsidiary of Holdco (“Merger Sub”) and SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”) are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

WHEREAS, the Rollover Holder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 4,750,116 of shares of common stock, par value $0.001 per share, of the Company (“Company Shares”) (the “Rollover Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Rollover Holder desires to contribute its Rollover Shares to Holdco in exchange for 4,750,116 of newly issued ordinary shares of Topco (the “Topco Shares”);

WHEREAS, concurrently herewith, the Rollover Holder has, at the request of Holdco, deposited 646,942 shares of the Rollover Shares (the “Escrow Shares”) with Computershare Trust Company, N.A. (the “Escrow Agent”), pursuant to an Escrow Agreement entered into by Holdco, the Company and the Escrow Agent on the date hereof (the “Escrow Agreement”); and

WHEREAS, in order to induce Holdco, the Company, and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Holder is entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.          Rollover Holder’s Contribution in Exchange for Topco Shares. At the Contribution Closing (as defined herein), upon the terms and subject to the conditions of this Agreement, the Rollover Holder hereby agrees to transfer, contribute and, with respect to the Rollover Shares that are not the Escrow Shares, deliver, to Holdco the Rollover Shares. In consideration for the indirect benefit received by Topco as a result of the contribution of the Rollover Shares to Holdco, a wholly owned subsidiary of Topco, pursuant to this Section 1, Topco hereby agrees to issue at the Contribution Closing to the Rollover Holder the Topco Shares. The Rollover Holder hereby acknowledges and agrees that (i) delivery of the Topco Shares shall constitute complete satisfaction of all obligations towards or sums due to the Rollover Holder by Holdco, Topco and/or Merger Sub with respect to the Rollover Shares, and (ii) on receipt of the Topco Shares, the Rollover Holder shall have no right to any Merger Consideration with respect to the Rollover Shares contributed to Holdco by the Rollover Holder.

2.          Contribution Closing. Subject to the satisfaction (or waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article IX of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions at the Closing), the closing of the contribution and exchange contemplated hereby (the “Contribution Closing”) will take place immediately prior to the Closing. No later than three (3) Business Days prior to the date of the Contribution Closing, the Rollover Holder and any agent of the Rollover Holder holding certificates evidencing any Rollover Shares (including, without limitation, any broker holding securities in “street name”, but excluding the Escrow Shares) shall deliver or cause to be delivered to Holdco all certificates representing Rollover Shares in such Persons’ possession, (i) duly endorsed for transfer or (ii) with executed stock powers, both reasonably acceptable in form to Holdco and sufficient to transfer such shares to Holdco, for disposition in accordance with the terms of this Agreement (the “Share Documents”). The Share Documents shall be held by Holdco or any agent authorized by Holdco until the Contribution Closing.

3.          Irrevocable Election.

(a)        The execution of this Agreement by the Rollover Holder evidences, subject to Section 9, the irrevocable election and agreement by the Rollover Holder to contribute the Rollover Shares in exchange for Topco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, The Rollover Holder covenants and agrees that from the date hereof until any termination of this Agreement pursuant to 9, the Rollover Holder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than the Voting Agreement) with respect to any Rollover Shares, (iii) sell (constructively or otherwise), assign, transfer, pledge, grant, gift, encumber or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding (other than the Voting Agreement and the Escrow Agreement) with respect to the Transfer of, any Rollover Shares or any right, title or interest thereto or therein (including by operation of Applicable Law), (iv) knowingly take any action that would make any representation or warranty of the Rollover Holder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Holder from performing any of its obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void.

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(b)        The Rollover Holder covenants and agrees that the Rollover Holder shall promptly (and in any event within two (2) Business Days) notify Holdco and Topco of any new Company Shares with respect to which beneficial ownership is acquired by such Rollover Holder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Company Shares shall automatically become subject to the terms of this Agreement.

4.         Representations and Warranties of Holdco. To induce the Rollover Holder to contribute the Rollover Shares and to accept the Topco Shares, Holdco makes the following representations and warranties to the Rollover Holder, which shall be true and correct as of the date of this Agreement and as of the Contribution Closing, and shall survive the execution and delivery of this Agreement:

(a)         Organization, Standing and Authority. Holdco is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Holdco and, assuming due authorization, execution and delivery by Topco and the Rollover Holder, constitutes a legal, valid and binding obligation of Holdco, enforceable against Holdco in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(b)         Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Holdco for the execution, delivery and performance of this Agreement by Holdco or the consummation by Holdco of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by Holdco nor the consummation by Holdco of the transactions contemplated hereby nor compliance by Holdco with any of the provisions hereof shall (A) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Holdco or its properties or assets, (B) conflict with or violate any provision of the organizational documents of Holdco, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrances on such property or asset of Holdco pursuant to, any Contract to which Holdco is a party or by which such Holdco or any property or asset of Holdco is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdco or any of Holdco’s properties or assets.

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5.         Representations and Warranties of Topco. To induce the Rollover Holder to contribute the Rollover Shares and to accept the Topco Shares, Topco makes the following representations and warranties to the Rollover Holder, which shall be true and correct as of the date of this Agreement and as of the Contribution Closing, and shall survive the execution and delivery of this Agreement:

(a)        Organization, Standing and Authority. Topco is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Topco and, assuming due authorization, execution and delivery by Holdco and the Rollover Holder, constitutes a legal, valid and binding obligation of Topco, enforceable against Topco in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(b)        Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Topco for the execution, delivery and performance of this Agreement by Topco or the consummation by Topco of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by Topco nor the consummation by Topco of the transactions contemplated hereby nor compliance by Topco with any of the provisions hereof shall (A) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Topco or its properties or assets, (B) conflict with or violate any provision of the organizational documents of Topco, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrances on such property or asset of Topco pursuant to, any Contract to which Topco is a party or by which such Topco or any property or asset of Topco is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Topco or any of Topco’s properties or assets.

(c)        Issuance of Topco Shares. The Topco Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any Encumbrances (including any restriction on the right to vote, sell, transfer or otherwise dispose of such shares but in any event other than any restrictions pursuant to applicable securities laws and any restrictions arising under any agreements entered into at the Contribution Closing by the Rollover Holder) when issued.

6.         Representations and Warranties of the Rollover Holder. To induce Holdco to accept the Rollover Shares, and Topco to issue the Topco Shares, the Rollover Holder makes the following representations and warranties to Holdco and Topco, which shall be true and correct as of the date of this Agreement and as of the Contribution Closing, and shall survive the execution and delivery of this Agreement:

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(a)         Ownership of Shares. The Rollover Holder is the beneficial owner of the Rollover Shares, free and clear of any Encumbrances (including restrictions on the right to vote, sell, transfer or otherwise dispose of such shares but in any event other than any restrictions pursuant to applicable securities laws or as created by this Agreement, the Voting Agreement and the Escrow Agreement). The Rollover Holder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Rollover Shares, with no limitations, qualifications, or restrictions on such rights (other than any restrictions pursuant to applicable securities laws or as created by this Agreement, the Voting Agreement and the Escrow Agreement). As of the date hereof, other than the Rollover Shares, the Rollover Holder does not own, beneficially or of record, any Company Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities). The Rollover Shares are not subject to any voting trust agreement or other Contract to which the Rollover Holder is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than this Agreement, the Voting Agreement and the Escrow Agreement. The Rollover Holder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Rollover Shares, except as contemplated by this Agreement or the Voting Agreement.

(b)         Organization, Standing and Authority. The Rollover Holder has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Holder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Rollover Holder and, assuming due authorization, execution and delivery by Holdco and Topco, constitutes a legal, valid and binding obligation of the Rollover Holder, enforceable against the Rollover Holder in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c)         Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Rollover Holder for the execution, delivery and performance of this Agreement by the Rollover Holder or the consummation by the Rollover Holder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by the Rollover Holder nor the consummation by the Rollover Holder of the transactions contemplated hereby, nor compliance by the Rollover Holder with any of the provisions hereof shall (A) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on the Rollover Holder or its properties or assets, (B) conflict with or violate any provision of the organizational documents of the Rollover Holder, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrances on property or assets of the Rollover Holder pursuant to any Contract to which the Rollover Holder is a party or by which the Rollover Holder or any property or asset of the Rollover Holder is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Rollover Holder or any of the Rollover Holder’s properties or assets, except in each case of (A) through (D) for any such breaches, violations, defaults, rights or Encumbrances would not impair the ability of the Rollover Holder to perform its obligations under this Agreement.

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(d)         Litigation. Except for any shareholder litigation in connection with the Merger, there is no action, suit, investigation, complaint or other proceeding pending against the Rollover Holder or, to the knowledge of the Rollover Holder, any other Person or, to the knowledge of the Rollover Holder, threatened against the Rollover Holder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by the Rollover Holder of its obligations under this Agreement.

(e)         Reliance. The Rollover Holder understands and acknowledges that Holdco and the Company are entering into the Merger Agreement in reliance upon the Rollover Holder’s execution and delivery of this Agreement and the representations and warranties of the Rollover Holder contained herein.

7.         Further Assurances. The Rollover Holder hereby covenants that, from time to time, the Rollover Holder will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to convey, transfer to and vest in Holdco, and to put Holdco in possession of, all of the applicable Rollover Shares in accordance with the terms of this Agreement.

8.         Notices. All notices, requests and other communications to any party hereunder shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

If to the Rollover Holder:

Unit 3001, China World Tower 2
No. 1 Jian Guo Men Wai Avenue
Beijing 100004, People’s Republic of China
Fax No: +86-10-5961-1210
Attention: Ms. Shirley Lin

with a copy to (which alone shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
30F China World Office 2
No. 1 Jianguomenwai Ave.
Beijing, China 100004
Attention: Peter Huang
E-mail: peter.huang@skadden.com

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If to Holdco or Topco:

Unit 3001, China World Tower 2
No. 1 Jian Guo Men Wai Avenue
Beijing 100004, People’s Republic of China
Fax No: +86-10-5961-1210
Attention: Ms. Shirley Lin

with a copy to (which alone shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
30F China World Office 2
No. 1 Jianguomenwai Ave.
Beijing, China 100004
Attention: Peter Huang
E-mail: peter.huang@skadden.com

9.          Termination. This Agreement, and the obligation of the Rollover Holder to contribute, transfer, assign and deliver the Rollover Shares the Rollover Holder owns, will terminate immediately upon the earlier of the Closing or the valid termination of the Merger Agreement in accordance with its terms. Notwithstanding the preceding sentence, this Section 9 and Sections 10 through 20 shall survive any termination of this Agreement. Nothing in this Section 9 shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the Contribution Closing has already taken place, then Holdco shall promptly return the Share Documents to the Rollover Holder at its address set forth in Section 8 and take all such actions as are necessary to restore the Rollover Holder to the position it was in with respect to ownership of the Company Shares prior to the Contribution Closing.

10.        Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof. Except as set out in Section 11, each of the parties hereby irrevocably and unconditionally (i) consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.

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11.        WAIVER OF TRIAL BY JURY. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.

12.        Binding Effect; Assignment. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, delegated or otherwise transferred by any of the parties hereto, in whole or in part (whether by operation of Applicable Law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void.

13.        Counterparts. This Agreement may be executed in counterparts and by facsimile, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

14.        Amendments; Waivers. No amendment, modification or supplement to the Agreement shall be enforced against any party unless such amendment, modification or supplement is in writing and signed by each of the parties hereto. Any waiver by any party of any term of this Agreement shall not operate as or be construed to be a waiver of any other term of this Agreement. Any waiver must be in writing and signed by the party charged therewith.

15.        Entire Agreement. This Agreement (together with the Merger Agreement and the Interim Investors Agreement to the extent referred to in this Agreement) contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

16.        No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

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17.        Severability. Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction;

18.        Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder will cause irreparable injury to the other parties, for which damages, even if available, will not be a complete and adequate remedy. Accordingly, the parties hereto agree that each shall be entitled to seek injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations hereunder, in addition to any other rights or remedies available hereunder or at law or in equity.

19.        No Presumption Against Drafting Party. Each of the parties hereto acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any Applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

20.        Interpretation. Headings are used for reference purposes only and do not affect the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a section, such reference shall be to a section of this Agreement unless otherwise indicated. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Silver Biotech Holding Limited
By:	/s/ Yang Yang
	Name: Yang Yang
	Title:  Director

[Signature Page to Rollover Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Silver Biotech Investment Limited
By:	/s/ Yang Yang
	Name: Yang Yang
	Title:  Director

[Signature Page to Rollover Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

GL Trade Investment Limited
By:	/s/ Hu Chou Hui
	Name: Hu Chou Hui
	Title:  Director

[Signature Page to Rollover Agreement]

EX-99.12

Exhibit 99.12

EXECUTION VERSION

AMENDED AND RESTATED CONSORTIUM AGREEMENT

GL Capital Management GP Limited

Bank of China Group Investment Limited

Avengers Limited

Boying Investments Limited

and

Ascendent Silver (Cayman) Limited

Dated as of June 7, 2017

TABLE OF CONTENTS

		Page
Article I PARTICIPATION IN Transaction; ADVISORS		1
Section 1.01	Participation in the Transaction	1
Section 1.02	Information Sharing and Roles	2
Section 1.03	Appointment of Advisors	2
Article II TRANSACTION COSTS		2
Section 2.01	Expenses and Fee Sharing	2
Section 2.02	Termination Fee Sharing	3
Article III EXCLUSIVITY		4
Section 3.01	Exclusivity Period	4
Article IV TERMINATION		5
Section 4.01	Termination	5
Section 4.02	Effect of Termination	5
Article V ANNOUNCEMENTS AND CONFIDENTIALITY		5
Section 5.01	Announcements	5
Section 5.02	Confidentiality	5
Section 5.03	Permitted Disclosures	6
Article VI NOTICES		6
Section 6.01	Notices	6
Article VII REPRESENTATIONS AND WARRANTIES		8
Section 7.01	Representations and Warranties	8
Section 7.02	Separate Representations and Warranties	9
Section 7.03	Reliance	9
Article VIII MISCELLANEOUS		9
Section 8.01	Entire Agreement	9
Section 8.02	Further Assurances	9
Section 8.03	Severability	9
Section 8.04	Amendments; Waivers	10
Section 8.05	Language	10
Section 8.06	Assignment; No Third Party Beneficiaries	10
Section 8.07	No Partnership or Agency	10
Section 8.08	Counterparts	10
Section 8.09	Governing Law; Arbitration	10
Section 8.10	Remedies	10
Section 8.11	Limitation on Liability	10
Article IX DEFINITIONS AND INTERPRETATION		11
Section 9.01	Definitions	11
Section 9.02	Statutory Provisions	12
Section 9.03	Recitals and Schedules	12

i

Section 9.04	Meaning of References	12
Section 9.05	Headings	12
Section 9.06	Negotiation of the Agreement	12
Schedule A Ownership of Company Stock		S-A-1

ii

THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT (this "Agreement") is made as of June 7, 2017, by and among GL Capital Management GP Limited, a company incorporated under the laws of the Cayman Islands (“GL Capital”), Bank of China Group Investment Limited, a company incorporated under the laws of Hong Kong (“BOCGI”), Avengers Limited, a company incorporated under the laws of the Cayman Islands (“CDH”), Boying Investments Limited, a company incorporated under the laws of the British Virgin Islands (“Boying”), and Ascendent Silver (Cayman) Limited, a company incorporated under the laws of the Cayman Islands (“ACP”). Each of GL Capital, BOCGI, CDH, Boying and ACP is referred to herein as a “Consortium Member” and collectively, the “Consortium Members”. Unless otherwise set forth herein, capitalized terms have the meanings ascribed to such terms as set forth in Section 9.01.

WHEREAS, GL Capital, BOCGI, Jade Park Investments Limited, a company incorporated under the laws of the Cayman Islands (“Jade Park”) and ABG Management Limited, a company incorporated under the laws of the Cayman Islands (“ABG”) entered into a consortium agreement (the “Prior Consortium Agreement”), dated as of February 22, 2016, pursuant to which the parties thereto formed a consortium (the “Consortium”) to acquire all of the shares of company stock (the “Company Stock”), par value $0.001 per share, of SciClone Pharmaceuticals, Inc. (the “Company”), a company listed on the NASDAQ Global Select Market, not already owned by the Consortium, or any other transaction involving the Company (the “Transaction”);

WHEREAS, each of Jade Park and ABG delivered a termination notice to GL Capital on February 17, 2017, pursuant to which it terminated its participation in the Transaction and withdrew from the Consortium as of such date;

WHEREAS, each of CDH and Boying executed and delivered a joinder agreement on February 17, 2017, pursuant to which it joined the Consortium and was bound by the terms of the Prior Consortium Agreement as a party thereto as of such date;

WHEREAS, by execution and delivery of this Agreement, ACP, as of the date hereof, shall be deemed, for all purposes, to be a party to the Consortium and bound by the terms of this Agreement; and

WHEREAS, each Consortium Member beneficially owns (as defined under Rule 13d-3 of the Exchange Act), directly or through its Affiliates, all of the Company Stock set forth opposite to its name on Schedule A attached hereto.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consortium Members, intending to be legally bound, hereby agree to amend and restate the Prior Consortium Agreement by entering into this Agreement, which shall supersede the Prior Consortium Agreement in its entirety, as follows:

Article I

PARTICIPATION IN Transaction; ADVISORS

Section 1.01        Participation in the Transaction. Each Consortium Member shall (a) cooperate and proceed in good faith to participate in the Transaction as a member of the Consortium, and (b) unless otherwise agreed by the Consortium, comply with, and cause its Representatives and Affiliates to comply with, the terms and requirements as set out in the confidentiality agreements with the Company entered into by GL Capital or its Affiliate.

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Section 1.02      Information Sharing and Roles. (a) Each Consortium Member shall (i) share all information reasonably necessary to evaluate the Company, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (ii) provide the other Consortium Members with all information reasonably required concerning such Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction, (iii) provide timely responses to requests by another Consortium Member for information, and (iv) apply the level of resources and expertise that such Consortium Member considers is necessary and appropriate to meet its obligations under this Agreement. Unless the Consortium Members otherwise agree, none of the Consortium Members shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation MA of the Exchange Act) with respect to the Company or the Company Stock. Notwithstanding the foregoing, no Consortium Member shall be required to make available to the other Consortium Members any of its internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality.

(b)          The Consortium Members shall work together in good faith to agree on necessary public statements about their intentions in relation to the Company. The issuance of any such public statement shall be subject to Section 5.01.

Section 1.03       Appointment of Advisors. (a) The Consortium Members shall agree to the scope and engagement terms of all advisors to the Consortium Members in connection with the Transaction. Skadden, Arps, Slate, Meagher & Flom LLP, Fangda Partners, Morgan Stanley and PricewaterhouseCoopers have been jointly selected by the Consortium Members as U.S. legal counsel, PRC legal counsel, financial advisor and financial due diligence and tax advisor respectively, in each case, to represent the Consortium in connection with the Transaction.

(b)          If a Consortium Member requires separate representation in connection with specific issues arising out of the Transaction, it may retain other advisors to advise it. Each Consortium Member which engages separate advisors shall provide prior notice to the other Consortium Members of such engagement. Each Consortium Member which engages any separate advisors shall be solely responsible for the fees and expenses of any such separate advisors unless otherwise agreed by the parties.

Article II

TRANSACTION COSTS

Section 2.01        Expenses and Fee Sharing. (a) If the Transaction is consummated, at or immediately following such consummation, the Consortium, through the acquisition vehicle formed to consummate the Transaction or the Company, shall reimburse the Consortium Members (or their respective designees) for, or pay on behalf of the Consortium Members, as the case may be, all of the out-of-pocket costs and expenses incurred by or on behalf of or for the benefit of the Consortium (whether before or after the date of this Agreement) in connection with the Transaction, including, without limitation, the commitment fee in connection with the debt financing for the Transaction (the “Commitment Fee”) and the fees, expenses and disbursements of advisors retained jointly by the Consortium Members under Section 1.03(a) (collectively, the “Consortium Expenses”).

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(b)          If the Transaction is not eventually consummated, without any breach of this Agreement or other transaction documents delivered in connection with the Transaction by any Consortium Member, the Consortium Members agree to share, ratably based on each Consortium Member’s Respective Proportion, the lesser of (i) the Consortium Expenses incurred prior to the termination of this Agreement with respect to all Consortium Members, and (ii) US$7,000,000, and pay such amount promptly upon receipt of invoices.

(c)          If the Transaction is not eventually consummated due to a breach of this Agreement or other transaction documents delivered in connection with the Transaction by one or more Consortium Members, the breaching Consortium Member(s) shall, jointly and severally, pay the Consortium Expenses and reimburse each non-breaching Consortium Member for the Consortium Expenses and all out-of-pocket costs and expenses, including any advisor fees and expenses (including fees and expenses of any financing banks), incurred by such Consortium Member in connection with the Transaction and pay or reimburse such Consortium Expenses promptly upon receipt of invoices.

(d)         The Consortium Members agree to share, ratably based on each Consortium Member's Respective Proportion, the Commitment Fee and pay such amount promptly upon the execution of the debt commitment letter with respect to the debt financing for the Transaction.

(e)         If the Transaction is not eventually consummated and all or a portion of the Commitment Fee is returned to the Consortium, the proceeds of such refund shall first be applied to pay the Consortium Expenses. The balance of such proceeds, if any, shall be returned to the Consortium Members ratably based on each Consortium Member's Respective Proportion as of the date of payment of the Commitment Fee.

Section 2.02       Termination Fee Sharing. (a) If the Transaction requires escrow of any termination fee by the Consortium pending the closing of the Transaction (the “Escrow Property”), the Consortium Members agree to share such obligation ratably based on each Consortium Member’s Equity Proportion. The Consortium Members further agree that the Escrow Property may be in the form of cash and/or Company Stock. A Consortium Member’s “Equity Proportion” means the proportion that such Consortium Member’s planned equity investment in the Transaction bears to all Consortium Members’ aggregate planned equity investment in the Investment, in each case, excluding planned equity investment through rollover of Company Stock.

(b)          If the Transaction is not eventually consummated without any breach of this Agreement by any Consortium Member and any termination fee becomes payable to the Company, the Consortium Members agree to share such termination fee ratably based on each Consortium Member’s Equity Proportion. For the avoidance of doubt, each Consortium Member's obligation under this Section 2.02(b) is deemed to be fully discharged when the Escrow Property is released to the Company in accordance with the terms of the applicable escrow agreement.

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(c)          If the Transaction is not eventually consummated due to a breach of this Agreement by any or more Consortium Members and any termination fee is payable to the Company, the breaching Consortium Member(s) shall jointly and severally, pay such termination fee and indemnify each non-breaching Consortium Member for all payments paid, all losses suffered (including the loss of such portion of the Escrow Property contributed by such non-breaching Consortium Member(s)) and all fees and out-of-pocket costs and expenses incurred, by such non-breaching Consortium Member(s) in connection with the payment of such termination fee.

(d)          If the Transaction is not eventually consummated and no termination fee is payable to the Company, the Consortium Members shall take all necessary actions to distribute, or cause to be distributed, to each Consortium Member the same amount and the same form of the Escrow Property deposited by such Consortium Member in connection with the Transaction.

(e)          If the Transaction is not eventually consummated and any termination fee is payable to the Consortium, the proceeds of such payment shall first be applied to pay the Consortium Expenses. The balance of such proceeds, if any, shall be distributed to the Consortium Members ratably based on each Consortium Member's Respective Proportion as of the date of such payment.

Article III

EXCLUSIVITY

Section 3.01       Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the one-year anniversary of the date hereof and (ii) the date on which this Agreement is terminated pursuant to Section 4.01 (the “Exclusivity Period”), each Consortium Member shall:

(a)          work exclusively with the other Consortium Members to participate and implement the Transaction, including to: (i) evaluate the Company; (ii) formulate the terms of one or more joint non-binding or binding (as the circumstance may require) proposals in connection with the Transaction (the “Proposal”); (iii) prepare and submit to the Company the Proposal; and (iv) conduct negotiations with the Company on the terms of the definitive agreements in connection the Transaction;

(b)          not, without the written consent of the other Consortium Members, directly or indirectly, either alone or with any of its Representatives and Affiliates: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Company Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is inconsistent with the Transaction as contemplated under this Agreement; (v) acquire or dispose of any Company Securities, including to (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Company Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Company Securities, in each case, except as expressly contemplated under this Agreement, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Company Securities, or any right, title or interest thereto or therein, or (C) deposit any Company Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Consortium Member from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 3.01(b);

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(c)          immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with all persons conducted heretofore with respect to a Competing Proposal; and

(d)          notify the other Consortium Members promptly if it or any of its Representatives and Affiliates receives any approach or communication with respect to any Competing Proposal and shall promptly disclose to the other Consortium Members the identity of any other persons involved and the nature and content of the approach or communication.

Article IV

TERMINATION

Section 4.01      Termination. (a) This Agreement shall terminate at any time upon the mutual written agreement of each Consortium Member.

(b)         This Agreement shall terminate automatically and without any further action on the part of any Consortium Member upon the earlier of (i) the termination of the definitive agreements in connection with the Transaction by the Consortium or any other transaction involving the Company by any third party or (ii) the closing of the Transaction.

Section 4.02      Effect of Termination. Upon termination of this Agreement under Section 4.01, Article II (Transaction Costs), Article IV (Termination), Section 5.02 (Confidentiality), Article VI (Notices), Article VIII (Miscellaneous) and Article IX (Definitions and Interpretation) shall continue to bind the Consortium Members.

Article V

ANNOUNCEMENTS AND CONFIDENTIALITY

Section 5.01       Announcements. No announcements regarding the subject matter of this Agreement shall be issued by any Consortium Member without the prior written consent of the other Consortium Members, which consent shall not be unreasonably conditioned, withheld or delayed.

Section 5.02       Confidentiality. (a) Except as permitted under Section 5.03, each Consortium Member shall not, and shall direct that its Representatives and Affiliates do not, without the prior written consent of the other Consortium Members, disclose any Confidential Information received by it (the “Recipient”) from any other Consortium Member (the “Discloser”). Each Consortium Member shall not and shall direct its Representatives and Affiliates not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.

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(b)          Subject to Section 5.02(c), the Recipient shall safeguard and return to the Discloser any Confidential Information which falls within paragraph (a) of the definition of Confidential Information, on demand, or in the case of electronic data (other than any electronic data stored on the back-up tapes of the Recipient’s hardware), at the election of the Recipient, destroy, any such Confidential Information contained in any material in its or its Representatives or Affiliates’ possession or control.

(c)          Each of the Consortium Members may retain in a secure archive a copy of the Confidential Information referred to in Section 5.02(b) if the Confidential Information is required to be retained by the Consortium Member for regulatory purposes or in connection with a bona fide document retention policy.

(d)          Each Consortium Member acknowledges that, in relation to Confidential Information received from the other Consortium Members, the obligations contained in Section 5.02 shall continue to apply for a period of twelve (12) months following termination of this Agreement unless otherwise agreed in writing.

Section 5.03       Permitted Disclosures. A Consortium Member may make disclosures of Confidential Information:

(a)          to those of its Representatives and Affiliates as such Consortium Member reasonably deems necessary to give effect to or enforce this Agreement but only on a confidential basis;

(b)          if required by law or a court of competent jurisdiction, the United States Securities and Exchange Commission or another regulatory body or international stock exchange having jurisdiction over a Consortium Member or pursuant to whose rules and regulations such disclosure is required to be made, but only after consented to by other Consortium Members who shall work together in good faith to agree on the form and terms of that disclosure; or

(c)          if the information is publicly available other than through a breach of this Agreement by such Consortium Member, its Representatives or Affiliates.

Article VI

NOTICES

Section 6.01     Notices. Any notice, request, instruction or other document to be given hereunder by any Consortium Member to another Consortium Member shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile, overnight courier or electronic mail:

If to GL Capital:

Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People's Republic of China

Attention: Shirley Lin

Facsimile: +86 10 5961 1210

6

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1 Jianguomenwai Avenue

Beijing 100004, China

Attention: Peter Huang

Facsimile: +86 10 6535 5577

If to BOCGI:

Bank of China Group Investment Limited

23rd Floor, 1 Garden Road,

Central, Hong Kong

Attention: Huang Tao/Richard Zheng

Facsimile: +852 2810 9736

with a copy to:

Clifford Chance LLP

27th Floor, Jardine House, One Connaught Place

Hong Kong

Attention: Fang Liu

Facsimile: +852 2825 8800

If to CDH:

1503, Level 15, International Commerce Centre

1 Austin Road West, Kowloon, Hong Kong

Attention: Wu Minfeng

Facsimile: +86 10 8507 6999

with a copy to (which alone shall not constitute notice):

25/F Fortune Financial Center,

5 Dong San Huan Central Road

Chaoyang District Beijing

Attention: William Hsu

Facsimile: +86 10 8507 6999

White & Case LLP, Beijing Office

19th Floor, Tower 1 of China Central Place

81 Jianguo Lu, Chaoyang District

Beijing 100025

Attention: Andre Zhu

Facsimile: +86 10 5912 9600

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If to Boying:

P.O. Box 957, Offshore Incorporations Centre,

Road Town, Tortola, British Virgin Islands

Attention: Xiaoying Li

Facsimile: +86 20 6261 3830

If to ACP:

Suite 1609, 16/F, Jardine House, 1 Connaught Place

Central, Hong Kong

Attention: Stone Shi

Facsimile: +852 2165 9019

with a copy to (which alone shall not constitute notice):

Morrison & Foerster LLP

33/F, Edinburgh Tower, The Landmark, 15 Queen's Road

Central, Hong Kong

Attention: Marcia Ellis

Facsimile: +852 2585 0800

or to such other address or facsimile number as such Consortium Member may hereafter specify for the purpose by notice to the other Consortium Member hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

Article VII

REPRESENTATIONS AND WARRANTIES

Section 7.01       Representations and Warranties. (a) Each Consortium Member, on behalf of itself only, hereby represents and warrants to each of the other Consortium Members that: (i) it has full legal right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly executed and delivered by such Consortium Member and the execution, delivery and performance of this Agreement by such Consortium Member and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on its part and no other actions or proceedings on its part are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (iii) assuming this Agreement constitutes the valid and binding agreement of the other parties hereto, this Agreement constitutes the valid and binding agreement of such Consortium Member, enforceable against such Consortium Member in accordance with its terms; (iv) the execution and delivery of this Agreement by such Consortium Member does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or agreement binding upon such Consortium Member, violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Consortium Member or any of its properties and assets, or result in the creation of, or impose any obligation on such Consortium Member to create, any lien, charge or other encumbrance of any nature whatsoever upon such Consortium Member’s properties or assets; (v) the information set forth on Schedule A with respect to such Consortium Member is true, correct and complete and such Consortium Member does not beneficially own, directly or through its Affiliates, any Company Securities other than those set forth opposite to its name on Schedule A, (vi) to the extent it beneficially owns any Company Security, whether directly or through its Affiliates, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, such shares of Company Stock are free and clear of any encumbrances or restrictions (other than any restrictions created by this Agreement), and it has sole voting power and sole power of disposition with respect to such Company Securities, with no restrictions on its rights of voting or disposition pertaining thereto and no person other than such Consortium Member has any right to direct or approve the voting or disposition of any of such Company Securities, (vii) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction; and (viii) it has made adequate arrangements to ensure that the required funds are available to effect payment in full for its planned equity investment in the Transaction and its Respective Proportion of the Consortium Expenses.

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Section 7.02      Separate Representations and Warranties. Each representation and warranty in Section 7.01 is a separate representation and warranty. The interpretation of any representation and warranty may not be restricted by reference to or inference from any other representation and warranty.

Section 7.03      Reliance. Each Consortium Member acknowledges that the other Consortium Members have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Section 7.01 and have been induced by them to enter into this Agreement.

Article VIII

MISCELLANEOUS

Section 8.01      Entire Agreement. This Agreement constitutes the entire agreement between the Consortium Members and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

Section 8.02       Further Assurances. Each Consortium Member shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Consortium Members in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

Section 8.03       Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Consortium Members to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

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Section 8.04      Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by the relevant Consortium Member(s). No provision of this Agreement may be amended, waived, discharged or terminated other than by an instrument in writing signed by the Consortium Member against whom the enforcement of such amendment, waiver, discharge or termination is sought. No failure or delay by any Consortium Member in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 8.05       Language. The official text of this Agreement and any notices given or made hereunder shall be in English.

Section 8.06      Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Consortium Member shall not be assigned without the prior consent of the other Consortium Members. Nothing in this Agreement shall be construed as giving any person, other than the Consortium Members and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 8.07      No Partnership or Agency. The Consortium Members are independent and nothing in this Agreement constitutes a Consortium Member as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Consortium Member.

Section 8.08      Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. This Agreement shall not be effective until each Consortium Member has executed at least one counterpart.

Section 8.09      Governing Law; Arbitration. This Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law rules or provisions. Any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “Rules”) in force when the notice of arbitration is submitted in accordance with these Rules. The arbitration shall be conducted in English. There shall be three arbitrators and such arbitrators shall be selected in accordance with the Rules.

Section 8.10       Remedies. Each Consortium Member acknowledges and agrees that the other Consortium Members would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Without prejudice to the rights and remedies otherwise available at law or in equity to any Consortium Member, including the right to claim money damages for breach of any provision hereof, any Consortium Member may bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement.

Section 8.11       Limitation on Liability. The obligation of each Consortium Member under this Agreement is several (and not joint or joint and several).

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Article IX

DEFINITIONS AND INTERPRETATION

Section 9.01       Definitions. In this Agreement, unless the context requires otherwise:

“Affiliate” means, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified person; provided, however, that with respect to BOCGI in Sections 1.01, 3.01(b), 3.01(d), 5.02(a), 5.02(b), 5.03(a), 5.03(c) and “Competing Proposal” in 9.01, “Affiliate” means any other person that is directly or indirectly Controlled by BOCGI. “Affiliates” and “Affiliated” shall be construed accordingly.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in the People’s Republic of China, Hong Kong and in New York, New York, for the transaction of normal banking business.

“Company Securities” means Company Stock, warrants, options and any other securities which are convertible into or exercisable for Company Stock.

“Competing Proposal” means a proposal, offer or invitation to the Company, the Consortium Members or any of their respective Affiliates (other than the Proposal), that involves the direct or indirect acquisition of 10% of the Company, a sale of all or any significant amount of the assets of the Company, a restructuring or recapitalization of the Company, or some other action, agreement or transaction that is intended, that could reasonably be expected or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage, adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Consortium Members.

“Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Consortium Member from any other Consortium Member in connection with this Agreement or the Transaction, unless such information is already known to such Consortium Member or to others not known by such Consortium Member to be bound by a duty of confidentiality or such information is or becomes publicly available other than through a breach of this Agreement by such Consortium Member and (b) the existence or terms of, and any negotiations or discussions relating to, the Transaction, this Agreement and any definitive agreements in connection with the Transaction.

“Control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Representative” of a Consortium Member means such Consortium Member’s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants, financial advisors, potential sources of equity or debt financing (and their respective counsel).

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“Respective Proportion” means, with respect to a Consortium Member, the proportion that such Consortium Member’s planned equity investment in the Transaction bears to all Consortium Members’ aggregate planned investment in the Transaction (including, for the avoidance of doubt, planned investment through rollover of Company Stock).

Section 9.02       Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

Section 9.03       Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Consortium Members are references respectively to the Consortium Members and their legal personal representatives, successors and permitted assigns.

Section 9.04       Meaning of References. In this Agreement, unless the context requires otherwise:

(a)          words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(b)          references to a “person” shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a “company” shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

(c)          references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation;

(d)          any reference to “writing” or “written” includes any method of reproducing words or text in a legible and non-transitory form;

(e)          references to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time; and

(f)          references to “$” are to the lawful currency of the United States of America, as at the date of this Agreement.

Section 9.05      Headings. Section and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

Section 9.06      Negotiation of the Agreement. The Consortium Members have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Consortium Members and no presumption or burden of proof shall arise favoring or disfavoring any Consortium Member by virtue of the authorship of any provisions of this Agreement.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Consortium Members have caused this Agreement to be executed and delivered as of the date first written above.

GL Capital Management GP Limited
By:	/s/ Zhenfu Li
	Name: Zhenfu Li
	Title:   Chief Executive Officer

[Amended and Restated Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Consortium Members have caused this Agreement to be executed and delivered as of the date first written above.

Bank of China Group Investment Limited
By:	/s/ SER Chark Lam
	Name: SER Chark Lam
	Title:   Deputy CEO

[Amended and Restated Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Consortium Members have caused this Agreement to be executed and delivered as of the date first written above.

Avengers Limited
By:	/s/ William Hsu
	Name: William Hsu
	Title:   Director

[Amended and Restated Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Consortium Members have caused this Agreement to be executed and delivered as of the date first written above.

Boying Investments Limited
By:	/s/ Zhu Weihang
	Name: Zhu Weihang
	Title:   Chairman

[Amended and Restated Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Consortium Members have caused this Agreement to be executed and delivered as of the date first written above.

Ascendent Silver (Cayman) Limited
By:	/s/ Anna Lam
	Name: Anna Lam
	Title:  Authorised Signatory

[Amended and Restated Consortium Agreement Signature Page]

Schedule A
Ownership of Company Stock

Shareholder	Record Owner of Shares of Company Stock	Beneficial Owner of Shares of Company Stock	Other Type of Securities
GL Capital	Nil	4,750,116	Nil
BOCGI	Nil	Nil	Nil
CDH	Nil	Nil	Nil
Boying	Nil	Nil	Nil
ACP	Nil	Nil	Nil

EX-99.14

Exhibit 99.14

EXECUTION VERSION

ESCROW AGREEMENT

This ESCROW AGREEMENT, dated as of June 7, 2017 (together with Schedule A hereto, this “Agreement”), is by and among Silver Biotech Investment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”); SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”); and Computershare Trust Company, N.A. (“Escrow Agent”).

WHEREAS, Holdco, Silver Delaware Investment Limited, a Delaware corporation and a wholly owned subsidiary of Holdco (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as may be amended and supplemented from time to time, the “Underlying Agreement”), dated as of the date hereof, pursuant to which Merger Sub will be merged with and into the Company, with the Company as the surviving corporation (the “Transaction”). The Underlying Agreement provides Holdco shall cause to be placed an agreed upon sum of money (in the form of cash and common shares of the Company, par value $0.001 per share (the “Common Shares”)) in a segregated escrow account titled in the name of Escrow Agent for the benefit of Holdco and the Company to be held by Escrow Agent as collateral and security for the payment of the Holdco Termination Fee (as defined in the Underlying Agreement) set forth in the Underlying Agreement;

WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the Escrow Property (as defined below) deposited with it and the earnings thereon in accordance with the terms of this Agreement;

WHEREAS, Holdco and the Company have appointed the Representatives (as defined below) to represent them for all purposes in connection with this Agreement (including the Escrow Property); and

WHEREAS, in order to establish the Escrow Property and otherwise to effect the Holdco Termination Fee provisions of the Underlying Agreement, the parties hereto have entered into this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to “days” shall mean “calendar days.” References in this Agreement to “including” shall mean “including, without limitation,” whether or not so specified. Any term not defined below which is initially capitalized in this Agreement shall have the meaning ascribed to it in this Agreement.

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“Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with such other person. For purposes of determining whether a person is an Affiliate, the term “control” and its correlative forms “controlled by” and “under common control with” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of securities, contract or otherwise.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks in the City of New York, the Cayman Islands, Hong Kong or the PRC are permitted or obligated by law to be closed for regular banking business.

“Closing Release Instruction” means a written direction executed by Holdco Representative (as defined below) directing Escrow Agent to disburse on the Closing Date (as defined in the Underlying Agreement) all Escrow Property together with all Cash Escrow Earnings to Holdco or such other person or persons as designated by Holdco therein, which direction shall be accompanied by a certified copy of the Certificate of Merger filed with the Secretary of State of the State of Delaware evidencing the completion of the Transaction.

“Company Representative” shall mean the person so designated on Schedule A hereto or any other person designated in a writing signed by the Company and delivered to Escrow Agent and Holdco Representative in accordance with the notice provisions of this Agreement, to act as the Company’s representative under this Agreement.

“Dispute Notice” shall mean a written notice executed by Company Representative requesting Escrow Agent to release of all or any portion of the Escrow Property to the Company.

“Joint Written Direction” shall mean a written direction executed by the Representatives (as defined below) and directing Escrow Agent to disburse the Escrow Property pursuant to this Agreement.

“Order” shall mean a written direction executed by either Holdco Representative or Company Representative directing Escrow Agent to disburse the Escrow Property, which direction shall be accompanied by (i) a final, non-appealable order from a U.S. court of competent jurisdiction and (ii) a written certification from legal counsel attesting that such order is final and not subject to further proceedings or appeal.

“PRC” means the Peoples Republic of China.

“Holdco Representative” shall mean the person so designated on Schedule A hereto or any other person designated in a writing signed by Holdco and delivered to Escrow Agent and Company Representative in accordance with the notice provisions of this Agreement, to act as Holdco’s representative under this Agreement.

“Representatives” shall mean Holdco Representative and Company Representative.

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2. Appointment of and Acceptance by Escrow Agent. Holdco and the Company hereby appoint Escrow Agent to serve as escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt of the Escrow Property, by (i) wire transfer of immediately available funds and (ii) delivery of the Escrow Shares (as defined in Section 4 below), in accordance with Section 3 and Section 4 below, respectively, agrees to hold and disburse Escrow Property in accordance with this Agreement.

3. Cash Escrow Deposit.

(a) Within twenty-one (21) calendar days of the date of this Agreement Holdco shall deposit with the Escrow Agent, or shall cause to be deposited with the Escrow Agent, by wire transfer of immediately available funds the sum of cash indicated as the Escrow Cash Deposit on Schedule A (the “Escrow Cash”).

(b) The amounts held in custody by the Escrow Agent with any Approved Bank pursuant to this Agreement are deposited at the sole risk of the parties, and the Escrow Agent shall have no responsibility or liability for any diminution of the Escrow Cash which may result from any deposits with any Approved Bank made pursuant to this Agreement, including any losses resulting from a default by an Approved Bank or any other credit losses (whether or not resulting from such default) or other losses on any deposit required to be liquidated in order to make a payment required hereunder, except to the extent that a court of competent jurisdiction determines that Escrow Agent’s fraud, bad faith, gross negligence or willful misconduct was the cause of any loss to Holdco or the Company. The parties acknowledge and agree that the Escrow Agent is acting prudently and at their direction when depositing the Escrow Cash at any Approved Bank, and the Escrow Agent is not required to make any further inquiries in respect of any Approved Bank.

4. Shares Escrow Deposit. On or prior to the execution and delivery of this Agreement, Holdco shall cause to be delivered to Escrow Agent the aggregate number of Common Shares indicated as the share portion on Schedule A held in book-entry form (the “Escrow Shares”). The Escrow Agent shall hold the Escrow Shares as a book position registered in the name of Computershare Trust Company, N.A. as Escrow Agent for the benefit of the Rollover Holder in accordance with the terms and conditions of this Agreement.

5. Escrow Fund. The Escrow Cash and the Escrow Shares shall collectively constitute the escrow property (the “Escrow Property”). Escrow Agent agrees to accept delivery of the Escrow Property and to hold the Escrow Property in an escrow account (the “Escrow Account”), subject to the terms and conditions of this Agreement.

6. Escrow Property. The Escrow Property shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of the Rollover Holder or any Sponsor (as defined in the Underlying Agreement) or of any party hereto. The Escrow Agent shall hold and safeguard the Escrow Property until the termination of this Agreement.

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7. Stockholder Rights. The parties hereto acknowledge and agree that the Rollover Holder shall remain the beneficial owner of the Escrow Shares and shall be entitled to exercise and enjoy all stockholder’s powers and rights pertaining to the Escrow Shares, including without limitation, any voting rights and any right to dividends or distributions, other than with respect to any such Escrow Shares that shall have been transferred to the Company as provided herein. Notwithstanding the foregoing, the Rollover Holder shall not have the right to transfer or otherwise encumber the Escrow Shares (except as provided by the Voting Agreement and the Rollover Agreement (each as defined in the Underlying Agreement)), unless and until such Escrow Shares are properly released to Holdco in accordance with this Agreement.

8. Disbursements of Escrow Property; Unclaimed Funds.

(a) Upon receipt by Escrow Agent of the Closing Release Instruction, Escrow Agent shall release on the Closing Date as stated therein the entire Escrow Property and all Cash Escrow Earnings (as defined below) to Holdco or the person or persons as set forth in the Closing Release Instruction.

(b) Upon receipt by Escrow Agent of either: (i) a Joint Written Direction or (ii) an Order, the Escrow Agent shall, in accordance with the terms and conditions of such Joint Written Instruction or Order, as applicable, release the Escrow Property from the Escrow Account to the person or persons and in the amount or amounts as set forth in such Joint Written Instruction or Order. Such Joint Written Direction or Order shall contain wire instructions, instructions as to how to register the Escrow Shares and fill in the instruments of transfer (if applicable) and the address(s) to which the Escrow Shares shall be sent.

(c) In the event the Underlying Agreement shall be terminated, Holdco shall promptly notify Escrow Agent in writing with a copy contemporaneously provided to the Company. If Escrow Agent shall not have received a Joint Written Instruction, an Order or a Dispute Notice by the 90^th day after the termination of the Underlying Agreement, then Escrow Agent shall distribute the entire Escrow Property and all Cash Escrow Earnings to Holdco in the manner directed by Holdco without further action or direction of the Company. If the Company shall have delivered a Dispute Notice to Escrow Agent and Holdco on or before such 90^th day, Escrow Agent shall not distribute any Escrow Property until Escrow Agent shall have received a Joint Written Instruction or an Order authorizing the release thereof, and in each case Escrow Agent shall release the Escrow Property in accordance with such Joint Written Direction or Order as provided by Section 8(b) above.

(d) All disbursements of the Escrow Property shall be subject to any reasonable fees, costs, expenses and other amounts due to Escrow Agent.

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9. Suspension of Performance; Disbursement into Court. If, at any time, (i) there shall exist any dispute between or among Holdco, the Company and/or either of the Representatives with respect to the holding or disposition of all or any portion of the Escrow Property or any other obligations of Escrow Agent hereunder, (ii) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction (acting reasonably), the proper disposition of all or any portion of the Escrow Property or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Representatives have not, within forty-five (45) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 11 hereof, appointed a successor escrow agent to act hereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions:

(a) suspend the performance of any of its obligations (including any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the satisfaction of Escrow Agent (acting reasonably) or until a successor escrow agent shall have been appointed (as the case may be).

(b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent (and, if reasonably practicable, convenient for Holdco, the Company and their respective Representatives) for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all of the Escrow Property, after deduction and payment to Escrow Agent of any reasonable fees, costs and expenses (including court costs and reasonable expenses and attorneys’ fees) or any other amount payable to Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

Escrow Agent shall have no liability to Holdco, the Company, or either of the Representatives, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into court (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Property or any delay in or with respect to any other action required or requested of Escrow Agent.

10. Investment of Escrow Cash. (a) The Escrow Agent offers the custody of funds placed, at the direction of the parties, in bank account deposits with one or more of the Approved Banks. The Escrow Agent will not provide any investment advice in connection with this service. During the term of this Agreement, the Escrow Cash shall be held in a bank account, and shall be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of the Escrow Agent at one or more of the banks listed in Schedule B to this Agreement, each of which shall be a commercial bank with capital exceeding $500,000,000 (each such bank an “Approved Bank”). The deposit of the Escrow Cash in any of the Approved Banks shall be deemed to be at the direction of the parties. At any time and from time to time, the parties may direct Escrow Agent by joint written notice (i) to deposit the Escrow Cash with a specific Approved Bank, (ii) not to deposit any new amounts in any Approved Bank specified in the notice and/or (iii) to withdraw all or any of the Escrow Cash that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Escrow Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the parties acknowledge and agree that such specified amount remains at the sole risk of the parties prior to and after such withdrawal. Such withdrawn amounts shall be deposited with any other Approved Bank or any Approved Bank specified by the parties in the notice.

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(b) The Escrow Agent shall pay interest on the Escrow Cash at a rate equal to 50% of the then current one-month t-bill rate (the “Cash Escrow Earnings”). Cash Escrow Earnings shall accrue and be credited to the Escrow Cash within three (3) Business Days of each month end.

11. Succession. (a) Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to Holdco, the Company and the Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Property to a bank or trust company that has been retained upon the mutual agreement of Holdco and Company as successor to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Property and shall pay all of the Escrow Property to the successor escrow agent, after making copies of such records as required by applicable law or the document retention policies of the retiring Escrow Agent. Upon resignation, retiring Escrow Agent shall be entitled to payment by Holdco and Company, split equally, of any amounts due in connection with the performance of its duties and the exercise of its rights hereunder.

(b) After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be Escrow Agent under this Agreement without further act or consent of any party hereto.

12. Liability of Escrow Agent. Escrow Agent undertakes to perform only the ministerial duties as are set forth herein and no other duties and obligations (fiduciary or otherwise) shall be implied. Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any other agreement, as to Escrow Agent only, the terms and conditions of this Agreement shall control. Escrow Agent is not a party to the Underlying Agreement, is not bound by any of its terms (except to the extent reflected herein), and has not undertaken in any way to effectuate, implement or comply with the Underlying Agreement (except to the extent reflected herein). Escrow Agent shall not be liable to Holdco or the Company or to anyone else for any reasonable action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s fraud, bad faith, gross negligence or willful misconduct was the cause of any loss to Holdco or the Company. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Property in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent shall have no duty to solicit any payment which may be due to be paid in the Escrow Property or to confirm or verify the accuracy or correctness of any amounts deposited in accordance with this Agreement. Escrow Agent may rely conclusively, and shall be protected in acting, upon any notice, instruction (including a Joint Written Direction (such as a wire transfer instruction)), request, order, judgment, certification, opinion or advice of counsel (including reputable counsel chosen by Escrow Agent), statement, demand or other instrument or document, not only as to its due execution, validity (including the authority of the person signing or presenting the same) and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall reasonably believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The officers, directors, members, partners, trustees, employees, agents, attorneys or other representatives and Affiliates of Escrow Agent owe no duty or obligation to any party hereunder and shall have no liability to any person by reason of any error of judgment, for any act done or not done, for any mistake of fact or law, or otherwise.

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Escrow Agent shall not be obligated to take any legal or other action or commence any proceeding in connection with the Escrow Property, any account in which the Escrow Property is deposited, this Agreement or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult reputable legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute or question involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. Holdco and the Company, jointly and severally, shall reasonably promptly pay, upon demand, the reasonable fees, costs and expenses of any such counsel. Escrow Agent shall have no responsibility with respect to the use or application of any portion of the Escrow Property paid by Escrow Agent pursuant to the provisions hereof.

Escrow Agent shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which an action would or might be taken by Escrow Agent does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith, in reliance upon such assumption.

Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court of competent jurisdiction with respect to the Escrow Property. If any portion of the Escrow Property is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion acting reasonably, to rely upon and comply with any such order, writ, judgment or decree which it is advised by reputable legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

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13. Indemnification of Escrow Agent. (a) From and at all times after the date of this Agreement, Holdco and the Company, jointly and severally, shall, to the fullest extent permitted by law, defend, indemnify and hold harmless Escrow Agent and each director, officer, member, partner, trustee, employee, attorney, agent and Affiliate of Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs, penalties, settlements, judgments and reasonable expenses of any kind or nature whatsoever (including reasonable costs and reasonable documented expenses and attorneys’ fees) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, as a result of, in connection with, or arising from any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including Holdco, the Company and/or the Representatives, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person (whether it is an Indemnified Party or not) under any statute or regulation, including any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein or relating hereto (including tax reporting or withholding or the enforcement of any rights or remedies under or in connection with this Agreement), whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation (without derogation of any other indemnity afforded to Escrow Agent); provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the fraud, bad faith, gross negligence or willful misconduct of such Indemnified Party; provided, however, that any liability of Escrow Agent will be limited in the aggregate to the Escrow Property placed with the Escrow Agent. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel (except to the extent such action is also brought against another Indemnified Party, in which case the Indemnified Parties subject to such action or claim shall be entitled to reimbursement of the reasonable fees of only one counsel) with respect to any action or claim brought or asserted against it, and the reasonable and documented fees of such counsel shall be reasonably promptly paid, upon receipt of statements therefor in reasonable detail, by Holdco and the Company jointly and severally.

(b) The parties hereto agree that neither the payment by Holdco or the Company of any claim by Escrow Agent for indemnification hereunder nor the disbursement of any amounts to Escrow Agent from the Escrow Property in respect of a claim by Escrow Agent for indemnification shall impair, limit, modify, or affect, as between Holdco and the Company, the respective rights and obligations of Holdco, on the one hand, and the Company, on the other hand, under the Underlying Agreement.

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(c) This Section 13 shall survive termination of this Agreement or the resignation, replacement or removal of the Escrow Agent for any reason.

14. Fees, Costs and Expenses of Escrow Agent. Holdco and the Company shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for any reasonable out-of-pocket costs and expenses, including reasonable documented attorneys’ fees, travel expenses (coach class or an equivalent class), postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A hereto are hereby incorporated by reference, and form a part of this Agreement. All of the compensation and reimbursement obligations set forth in this Section 14 shall be payable by Holdco and the Company on a 50%:50% basis upon execution of this Agreement. Escrow Agent is expressly authorized and directed, but shall not be obligated, to, and may, charge against and disburse to itself from the cash portion of the Escrow Property, from time to time, the amount of any compensation and reimbursement of any reasonable costs, fees and expenses set forth on Schedule A hereto which are due and payable hereunder, including any unsatisfied indemnification amount pursuant to Section 13 hereof, or any other amount owing to Escrow Agent hereunder. Escrow Agent shall notify the Representatives in writing and in advance of any disbursement from the cash portion of the Escrow Property to itself or any other Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Representatives copies of all related invoices, other statements or other information reasonably requested by the Representatives. If for any reason the cash in the Escrow Property is insufficient to cover such amount, Holdco and the Company shall reasonably promptly pay, upon written demand, such amounts to Escrow Agent or any other Indemnified Party upon receipt of copies of related invoices, other statements or other information reasonably requested by the Representatives.

15. Representations and Warranties. Each of Holdco and the Company severally and not jointly makes the following representations and warranties to Escrow Agent:

a. Except as would not be material to Holdco or the Company, as applicable, it is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

b. This Agreement has been duly approved by all necessary action, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and (assuming the due authorization, execution and delivery by the other parties of this Agreement) constitutes its valid and binding agreement enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

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c. The execution, delivery, and performance of this Agreement is in accordance with the Underlying Agreement and will not violate, conflict with, or cause a default under its (i) articles of incorporation, bylaws, management agreement or other organizational document, as applicable, (ii) any applicable law, rule or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or (iii) any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject, except for any violations, conflicts or defaults which would not reasonably be expected to result in a material adverse effect with respect to Holdco or the Company, as applicable.

d. The applicable persons designated on Schedule A hereto as the Representatives have been duly appointed to act as the representatives of Holdco and the Company hereunder and have full power and authority to execute and deliver any Joint Written Direction, Closing Release Instruction or Dispute Notice, to amend, modify or waive any provision of this Agreement and to take any and all other actions as the Representatives under this Agreement, all without further consent or direction from, or notice to, it or any other party.

16. Taxpayer Certification and Reporting.

a. General. Holdco and the Company have provided Escrow Agent with their respective fully executed IRS Form W-8, or W-9 and/or other required documentation. Holdco and the Company acknowledge that solely for tax purposes, Escrow Agent does not have any interest in the Escrow Property or the Escrow Account. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Property, and Holdco and the Company shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes in the absence of proper tax documentation as required by law, and shall timely remit such taxes to the appropriate authorities.

b. Escrow Cash. The parties hereto agree that, for all U.S. federal, state, local and foreign tax reporting purposes, the Escrow Cash will be treated as owned by the applicable Sponsors until distributed to the Company pursuant to the terms of this Agreement.

c. Escrow Shares. The parties hereto agree that, for all U.S. federal, state, local and foreign tax reporting purposes, the Escrow Shares will be treated as received and beneficially owned by the Rollover Holder until distributed to the Company pursuant to the terms of this Agreement.

17. Governing Law; Consent to Jurisdiction and Venue. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.

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Except as set out below, each of the parties hereto hereby irrevocably and unconditionally (i) consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

18. Notice. All notices, instructions (pursuant to a Joint Written Direction or Closing Release Instruction or otherwise), approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given (a) upon telephone call-back in accordance with Section 19 below, after being sent by e-mail with .PDF attachment from the designated e-mail account(s) of the sending person(s) as designated on Schedule A hereto to the designated e-mail account(s) of the receiving person(s) as designated on Schedule A hereto or (b) when sent by an internationally recognized overnight carrier (providing proof of delivery) or when delivered by hand, to the address set forth on Schedule A hereto or to such other address as each party hereto may designate for itself by like notice.

19. Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or Closing Release Instruction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by .PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing received and acknowledged by Escrow Agent and delivered in accordance with Section 18 above and, if applicable, this Section 19. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable.

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Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. Escrow Agent may apply any cash portion of the Escrow Property for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.

20. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by the Holdco, the Company and Escrow Agent or (b) by a waiver in accordance with Section 21.

21. Waiver. Any extension or waiver of the requirements hereunder shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

22. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

23. Entire Agreement. This Agreement and the Underlying Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof.

24. Assignment. This Agreement may not be assigned by operation of law or otherwise without the express written consent of each of the other parties hereto (it being understood that, in any case, no such assignment shall relieve any party of any of its obligations hereunder).

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25. Execution in Counterparts. This Agreement may be signed in multiple counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. Facsimile transmission (including the e-mail delivery of documents in .PDF format) of any signed counterpart or retransmission of any signed facsimile transmission shall be deemed the same as the delivery of an original.

26. Termination of Escrow Agent. Upon the first to occur of (i) the disbursement of the entire Escrow Property pursuant to Section 8(a) or Section 8(b) or Section 8(c), or (ii) the resignation of Escrow Agent, Escrow Agent shall be released from its obligations hereunder and shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Property. The obligations of Holdco and the Company continue to exist notwithstanding the termination or discharge of Escrow Agent’s obligations or liabilities hereunder until the obligations of Holdco and the Company have been fully performed.

27. Dealings. Escrow Agent and any stockholder, director, officer or employee of Escrow Agent may buy, sell, and deal in any of the securities of Holdco or the Company and become pecuniarily interested in any transaction in which Holdco or the Company may be interested, and contract and lend money to Holdco or the Company and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein shall preclude Escrow Agent from acting in any other capacity for Holdco or the Company or for any other entity.

28. Currency. The currency applicable to any cash amount payable or receivable under this Agreement is United States dollars.

29. Force Majeure. Notwithstanding anything to the contrary hereunder, Escrow Agent shall not be liable for any delay, failure to perform, or other act or non-act resulting from acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, protracted labor difficulties (including strikes), war, civil unrest, fire, floods, widespread electrical outages, vendor failures (including information technology providers), and other similar causes.

30. Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

31. Rules of Construction. This Agreement was prepared jointly by the parties hereto and no rules that it be construed against the drafter shall have any application in its construction or interpretation.

32. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

Silver Biotech Investment Limited

By:	/s/ Yang Yang
	Name: Yang Yang
	Title:   Director

[Signature Page to Escrow Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

SCICLONE PHARMACEUTICALS, INC.

By:	/s/ Friedhelm Blobel
	Name: Friedhelm Blobel
	Title: President and CEO

[Signature Page to Escrow Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

Computershare Trust Company, N.A.

as Escrow Agent

By:	/s/ Robert H. Major
	Name: Robert H. Major
	Title:  Vice President

[Signature Page to Escrow Agreement]

SCHEDULE A

1. Escrow Property.

Escrow Property:	$31,554,583
Escrow Cash Deposit:	$24,321,771
Share Portion:	646,942
Escrow Cash wiring instructions:

Bank of America

100 West 33rd St.

New York, NY

ABA #: 026 009 593

Swift Code: BOFAUS3N

For credit to account number: 4426874722

Name on Account: Computershare Trust Company, NA

As Escrow Agent for Clients

Ref: SciClone Pharmaceuticals, Inc.

2. Escrow Agent Fees.

Acceptance Fee:	$4,000
Annual Admin Fee	$4,000
(if extended past one year
from the date of this Agreement)
Out-of-Pocket Expenses:	at cost
Transactional Costs:	at cost
Other Fees/Attorney, etc.:	at cost
TOTAL	$4,000

3. Representatives. The following person is hereby designated and appointed as Holdco Representative under this Agreement:

Name	Specimen signature
Address
Mailing Address, if different
Social Security number

The following person is hereby designated and appointed as Company Representative under this Agreement:

Name Specimen signature

Address: 

SciClone Pharmaceuticals, Inc., 

950 Tower Ln, Foster City, CA 94404, United States, 

Attention:  Friedhelm Blobel

Social Security number:

4. Notice Addresses.

If to Holdco at:   

Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Attention:  Ms. Shirley Lin

Phone: +86 10 5961-1212

Email: slin@gl-investment.com

with a copy to (which alone shall not constitute notice): 

Skadden, Arps, Slate, Meagher & Flom LLP

30F China World Office 2

No. 1 Jianguomenwai Ave.

Beijing, China 100004

Attention:  Peter Huang

E-mail:  peter.huang@skadden.com

If to Holdco Representative at:

Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Attention:  Ms. Shirley Lin

Phone: +86 10 5961-1212

Email: slin@gl-investment.com

If to the Company at:   

SciClone Pharmaceuticals, Inc.

950 Tower Ln, Foster City, CA 94404

United States

Attention:  Friedhelm Blobel

E-mail:  FBlobel@SCICLONE.com

with a copy (which alone shall not constitute notice) to:

DLA Piper LLP (US)

555 Mission Street, Suite 2400

San Francisco, California  94105-2933

United States

Attention:  Howard Clowes

E-mail:  howard.clowes@dlapiper.com

and 

DLA Piper LLP (US) 

2000 University Avenue

East Palo Alto, California 94303-2214

United States

Attention:  Eric Wang

E-mail:  eric.wang@dlapiper.com

If to Company Representative at:

SciClone Pharmaceuticals, Inc.

950 Tower Ln, Foster City, CA 94404

United States

Attention:  Friedhelm Blobel

E-mail:  FBlobel@SCICLONE.com

If to Escrow Agent at:

8742 Lucent Boulevard

Highlands Ranch, CO 80129

Attention:  Rose Stroud

(303) 262-0797

Rose.stroud@computershare.com

5. Designated Email Accounts and Telephone Call-Back Numbers (for persons designated to send and receive notices by e-mail).

Holdco:
Name	Email Address	Phone
Shirley Lin	slin@gl-investment.com	+86 10 5961-1212
Holdco Representative:
Name	Email Address	Phone
Shirley Lin	slin@gl-investment.com	+86 10 5961-1212
Company:
Name	Email Address	Phone
Friedhelm Blobel	FBlobel@SCICLONE.com	+1 650 358-3458
Company Representative:
Name	Email Address	Phone
Friedhelm Blobel	FBlobel@SCICLONE.com	+1 650 358-3458
Escrow Agent:
Name	Email Address	Phone
Rose Stroud	rose.stroud@computershare.com	(303) 262-0797

SCHEDULE B

APPROVED BANKS

Bank of America

BMO Harris Bank, N.A.

Rabobank

ANZ

Societe Generale

Citibank,N.A.

Bank of the West

PNC Bank NA

Huntington Bank

BNP Paribas

BB&T