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SCLN > SEC Filings for SCLN > Form 8-K on 28-Jun-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Change in Directors or P

Item 1.01 Entry into a Material Definitive Agreement.

On June 25, 2013, SciClone Pharmaceuticals, Inc. (the "Company") (through its subsidiary SciClone Pharmaceuticals International China Holding Ltd.) entered into a Framework Agreement (the "Agreement") with Taiwan Liposome Company ("TLC") granting the Company an exclusive license and the exclusive rights in the People's Republic of China, Hong Kong and Macau to promote, market, distribute and sell ProFlow ® for the treatment of peripheral artery disease (PAD) and other indications. The Agreement provides for the principal terms of the arrangement between the parties, and under the Agreement, the parties have agreed to negotiate a supplemental license and supply agreement in furtherance of the matters set forth in the Agreement.

Under the terms of the Agreement, TLC will be responsible for the continued development, including potential clinical trials and regulatory activities, as well as the manufacturing and supply of ProFlow and the Company will be responsible for all aspects of commercialization, including the pre-and post-launch activities. Financial terms of the agreement include clinical, regulatory and sales milestone payments up to an aggregate of $39.5 million. The Company issued a press release on June 25, 2013 regarding the ProFlow® collaboration. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On June 24, 2013, Stephanie Wong, Vice President, Finance and Controller of the Company informed the Company that she is resigning effective August 2, 2013.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2013 Annual Meeting of Stockholders of the Company held on June 27, 2013 (the "Annual Meeting"), the matters on which the stockholders voted, in person or by proxy were:

(i) to elect five nominees as directors to serve until the next Annual Meeting and until their successors have been elected and qualified;

(ii) to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement;

(iii) to ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

The five nominees were elected, the compensation of named executive officers was approved and the appointment of the independent registered public accounting firm was ratified. The results of the voting were as follows:

Election of Directors:

                                              Votes           Broker
Director                   Votes For        Withheld        Non-Votes
Jon S. Saxe                 22,895,489       4,498,354       11,895,594
Friedhelm Blobel, Ph.D.     26,103,357       1,290,486       11,895,594
Richard J. Hawkins          22,935,266       4,458,577       11,895,594
Gregg A. Lapointe           22,883,658       4,510,185       11,895,594
Simon Li                    26,517,191         876,652       11,895,594

Approval of the Executive Compensation:

Votes For Votes Against Abstentions Broker Non-Votes 23,798,133 1,670,690 1,925,020 11,895,594

Ratification of Appointment of Independent Registered Public Accounting Firm:

Votes For Votes Against Abstentions
38,052,989 1,028,051 208,397

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.       Description

99.1              Press Release dated June 25, 2013 regarding the Taiwan Liposome

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