SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 17, 1997
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SCICLONE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
California 0-19825 94-3116852
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
901 Mariners Island Blvd.
Suite 315
San Mateo, California 94404
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 358-3456
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Item 5. Other Events.
SciClone Pharmaceuticals, Inc. ("SciClone") and Alpha 1 Biomedicals, a
Delaware corporation ("Alpha 1"), have entered into the Alpha Rights Acquisition
Agreement (the "Acquisition Agreement"), dated December 17, 1997, whereby
SciClone will acquire Alpha 1's worldwide marketing, development and
manufacturing rights to SciClone's lead drug, thymosin alpha 1. Under the
Acquisition Agreement, which is subject to approval by Alpha 1's stockholders
and certain other conditions, the aggregate purchase price is $1.930 million,
consisting of $130,000 in cash and $1.8 million of SciClone common stock priced
at $4.05 per share (or approximately 444,000 shares). Previously, Sciclone
licensed the product from Alpha 1. SciClone will no longer be obligated to pay
royalties to Alpha 1 on any of its own or its partners' future products sales.
The acquisition is expected to close in March 1998.
A copy of the press release announcing the execution of the Acquisition
Agreement is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Exhibits.
Exhibit No. Description
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2.1 Alpha Rights Acquisition Agreement by and between the
registrant and Alpha 1 Biomedicals, Inc., dated December
17, 1997
99.1 Press Release dated December 17, 1997
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 26, 1998 SCICLONE PHARMACEUTICALS, INC.
By: /s/ Donald R. Sellers
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Donald R. Sellers
President and Chief Executive Officer
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SciClone Pharmaceuticals, Inc.
Exhibit Index
to Form 8-K
Exhibit No. Description
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2.1 Alpha Rights Acquisition Agreement by and between the
registrant and Alpha 1 Biomedicals, Inc., dated December 17,
1997
99.1 Press Release dated December 17, 1997
4