UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

 

Check the appropriate box:

SciClone Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

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April 29, 2016

Dear Stockholder:

You are cordially invited to attend this year’s annual meeting of stockholders of SciClone Pharmaceuticals, Inc., on June 9, 2016 at 10 a.m. Pacific Daylight Time (the “Annual Meeting”). The meeting will be held at the Marriott Hotel — San Mateo/San Francisco Airport, located at 1770 S. Amphlett Blvd., San Mateo, CA 94402.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet. We believe that these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about April 29, 2016, you were provided with a Notice of Internet Availability of Proxy Materials (“Notice”) and provided access to our proxy materials over the Internet, including our Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2015 (“2015 Annual Report”). The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. If you received your annual meeting materials by mail, the Notice of Annual Meeting of Stockholders, Proxy Statement, 2015 Annual Report and proxy card will be enclosed. If you receive your proxy materials via e-email, the e-mail will contain voting instructions and links to the 2015 Annual Report and Proxy Statement on the Internet, both of which are available at www.edocumentview.com/SCLN.

The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, accompany this letter. Following the formal business of the meeting, we will present a report on our operations during the past year and respond to questions from stockholders.

Whether or not you plan to attend the meeting, your vote is very important and we encourage you to vote promptly. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. If you attend the meeting you will, of course, have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

We look forward to seeing you at the Annual Meeting.

Sincerely yours,

FRIEDHELM BLOBEL, Ph.D.
President and Chief Executive Officer
Foster City, California
April 29, 2016

		NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date		June 9, 2016
Time		10:00 a.m., Pacific Daylight Time
Place		Marriott Hotel — San Mateo/San Francisco Airport 1770 S. Amphlett Blvd. San Mateo, CA 94402
Items of Business		1. To elect six (6) directors;
		2. To hold a non-binding advisory vote to approve named executive officer compensation;
		3. To approve the adoption of the SciClone Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan (the “Purchase Plan”) and to authorize the sale of up to 2,400,000 shares under the Purchase Plan;
		4. To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;
		5. To vote upon a stockholder proposal relating to proxy access, if properly presented at the Annual Meeting; and
		6. Any other matters that properly come before the Annual Meeting and any adjournment or postponement thereof.
Record Date		Stockholders of record at the close of business on April 11, 2016 will be entitled to vote at the Annual Meeting. For ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 950 Tower Lane, Suite 900, Foster City, California 94404.
Admission		Please note that space limitations may make it necessary to limit attendance only to stockholders. Registration will begin at 9:30 a.m. and seating will be available at approximately 9:30 a.m. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (street name holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

By order of the Board of Directors

FRIEDHELM BLOBEL, Ph.D.
President and Chief Executive Officer
Foster City, California
April 29, 2016

IMPORTANT: Please vote your shares via telephone or the Internet, as described in the accompanying materials, to assure that your shares are represented at the meeting, or, if you received a paper copy of the proxy card by mail, you may mark, sign and date the proxy card and return it in the enclosed postage-paid envelope. If you attend the meeting, you may choose to vote in person even if you have previously voted your shares.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

General

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of SciClone Pharmaceuticals, Inc., a Delaware corporation (“we,” “SciClone” or the “Company”), of your proxy for our 2016 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Marriott Hotel — San Mateo/San Francisco Airport at 1770 S. Amphlett Blvd., San Mateo, CA 94402 on June 9, 2016, at 10:00 a.m., Pacific Daylight Time, and any adjournment or postponement thereof, for the matters set forth in the accompanying Notice of Annual Meeting of Stockholders.

Copies of this Proxy Statement, our 2015 Annual Report and related materials are expected to first be made available to stockholders on or about April 29, 2016.

SOLICITATION AND VOTING OF PROXIES

Internet Availability of Annual Meeting Materials

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet. We believe that these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about April 29, 2016, you were provided with a Notice of Internet Availability of Proxy Materials (“Notice”) and provided access to our proxy materials over the Internet. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Voting Securities

Only stockholders of record as of the close of business on April 11, 2016 will be entitled to vote at the Annual Meeting and any adjournment thereof. As of that time, we had 49,651,201 shares of Common Stock outstanding, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record as of that date is entitled to one vote for each share of Common Stock held by him or her.

Quorum

Our Bylaws provide that a majority of all of the shares of the stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the meeting. Your shares will be counted towards a quorum if you submit a valid proxy (or one is submitted on your behalf by your broker or bank) or if you vote in person at the meeting. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have authority, either express or discretionary, to vote on a particular matter) will each be counted as present for purpose of determining the presence of a quorum.

Vote Required to Adopt Proposals

Each share of our common stock outstanding on the record date is entitled to one vote on each of the six director nominees and one vote on each other matter. You may vote “For” or “Withhold” with respect to each director nominee. For the election of directors, each of the six nominees receiving a higher number of votes cast “For” such nominee than “Withhold” such nominee will be elected. With respect to each of the other proposals, approval of the proposal requires the affirmative vote of a majority of the vote cast, excluding abstentions and any broker non-votes.

Effect of Abstentions and Broker Non-Votes

Shares not present at the meeting will have no effect on the election of directors. In addition, shares not voted, including as a result of abstentions or broker non-votes, are not considered as votes cast and will have no effect on the outcome of the vote. A broker non-vote occurs when a broker submits a proxy card with respect to shares held in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules governing banks and brokers who submit a proxy card with respect to shares

held in street name, such banks and brokers have the discretion to vote on routine matters, but not on non-routine matters. Routine matters include the ratification of auditors. Non-routine matters include the election of directors, approval of our 2016 Employee Stock Purchase Plan, the named executive compensation advisory proposal and the stockholder proposal regarding proxy access. Banks and brokers may not vote on these proposals if you do not provide specific voting instructions. If you are a beneficial owner and hold your shares in “street name” in an account at a bank or brokerage firm, it is critical that you cast your vote if you want it to count on any non-routine matters. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.

Solicitation of Proxies

We will bear the cost of soliciting proxies. In addition to soliciting stockholders by mail, we will request banks, brokers and other custodians, nominees and fiduciaries to solicit customers for whom they hold our stock and will reimburse them for their reasonable, out-of-pocket costs. We may use the services of our officers, directors and others to solicit proxies, personally or by telephone, without additional compensation.

Voting Instructions

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your voting instructions. If no choice is indicated on the proxy card, the shares will be voted as the Board recommends on each proposal. Many banks and brokerage firms have a process for their beneficial owners to provide instructions via telephone or the Internet. The voting form that you receive from your bank or broker will contain instructions for voting.

Depending on how you hold your shares, you may vote in one of the following ways:

Stockholders of Record:  You may vote by proxy or over the Internet or by telephone. Please follow the instructions provided in the Notice, or, if you requested printed copies of the proxy materials, on the proxy card you received, then sign and return it in the prepaid envelope. You may also vote in person at the Annual Meeting.

Votes submitted by telephone or via the Internet must be received by 11:59 p.m., Eastern Time, on June 8, 2016. Submitting your proxy by telephone or via the Internet will not affect your right to vote in person should you decide to attend the Annual Meeting in person.

Beneficial Stockholders:  Your bank, broker or other holder of record will provide you with a voting instruction card for you to use to instruct them on how to vote your shares. Check the instructions provided by your bank, broker or other holder of record to see which options are available to you. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your bank, broker or other agent.

If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the polls close by returning a later-dated proxy card, by voting again by Internet or telephone as more fully detailed in your Notice or proxy card, or by delivering written instructions to the Corporate Secretary before the Annual Meeting. Attendance at the Annual Meeting will not in and of itself cause your previously voted proxy to be revoked unless you specifically so request or vote again at the Annual Meeting. If your shares are held in an account at a bank, brokerage firm or other agent, you may change your vote by submitting new voting instructions to your bank, brokerage firm or other agent, or, if you have obtained a legal proxy from your bank, brokerage firm or other agent giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Voting Results

We will announce preliminary voting results at the Annual Meeting. We will report final results in a Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”).

PROPOSAL NO. 1
 
ELECTION OF DIRECTORS

Nominees

At the Annual Meeting, stockholders will elect six (6) directors to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The nominees for election by the stockholders to those six positions are all current members of the Board: Jon S. Saxe, Dr. Friedhelm Blobel, Dr. Nancy T. Chang, Richard J. Hawkins, Gregg A. Lapointe and Simon Li.

If elected, the nominees will serve as directors until our annual meeting of stockholders in 2017 and until their successors are elected and qualified. If any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as we may designate.

If a quorum is present and voting, each of the six nominees receiving a higher number of votes cast “for” such nominee than “withhold” such nominee will be elected. Proxies cannot be voted for more than six nominees. Abstentions and “broker non-votes” will not count towards election of any director nominee. Under our Bylaws, each incumbent director standing for re-election must submit a conditional resignation to the Company. If an incumbent director standing for re-election is not re-elected, the Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject such director’s resignation to permit the Board to act within 90 days from the date of the Annual Meeting. If the Board determines that resignation is in the best interests of the Company and its stockholders, the Board will promptly accept the resignation, and the Company will publicly disclose any such decision by the Board. The Corporate Governance Committee in making its recommendation, and the Board in making its ultimate decision, may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Corporate Governance Committee or the Board’s decision with respect to his or her resignation. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy or may decrease the size of the Board as permitted by our Bylaws.

Our Board is composed of directors who each bring a particular background to our Board that is valuable in overseeing the Company. In particular, individual Board members have experience with the management of organizations in the pharmaceutical industry, finance, drug development, and product distribution. Their individual experience is described below.

The names of the nominees, their ages as of the date of this Proxy Statement and certain other information about them are set forth below:

Name of Nominee		Age		Principal Occupation		Director Since
Jon S. Saxe		79		Chairman of the Board, SciClone Pharmaceuticals, Inc.		2000
Friedhelm Blobel, Ph.D.		67		President and Chief Executive Officer, SciClone Pharmaceuticals, Inc.		2006
Nancy T. Chang, Ph.D.		66		President, Apex Enterprises, Inc.		2013
Richard J. Hawkins		67		President and Chief Executive Officer, Lumos Pharma, Inc., Chief Executive Officer and President, id2, Inc.		2004
Gregg A. Lapointe		57		Chief Executive Officer, Cerium Pharmaceuticals, Inc.		2009
Simon Li		66		Chairman and Chief Executive Officer of JW Medical System Ltd.		2013

Jon S. Saxe has served as the Chairman of our Board since July 2009 and as a Director since August 2000. Mr. Saxe was President of PDL BioPharma, Inc. (formerly Protein Design Labs, Inc.) from 1995 to early 1999. From 1993 to 1995, Mr. Saxe was President of Saxe Associates, Inc., consultants to venture capital firms and biotechnology, diagnostic, and pharmaceutical companies. He was the President and CEO of Synergen, Inc., a biotechnology company acquired by Amgen, from 1989 to 1993. Mr. Saxe is former Vice President, Licensing and Corporate Development and Head of Patent Law for Hoffmann-LaRoche Inc., where he worked for almost 30 years. Mr. Saxe received his B.S. Ch.E. from Carnegie-Mellon University, his J.D. from George Washington University School of Law and his LL.M. from New York University School of Law. He serves as a director of other public and private companies, including Durect Corporation and as Chairman of VistaGen Therapeutics, Inc. Mr. Saxe has experience across a wide range of functions in the pharmaceutical industry including legal, business development and operational experience. He also has broad experience as a Board member in our industry including experience as an audit committee, business development committee, compensation committee, and corporate governance committee member.

Friedhelm Blobel, Ph.D. has served as our President, Chief Executive Officer and as a Director since June 2006. From July 2000 to 2006, Dr. Blobel was President, CEO and a Director of Gryphon Therapeutics, Inc., a South San Francisco based biopharmaceutical company. Prior to joining Gryphon Therapeutics in July 2000, Dr. Blobel spent more than two decades as an executive with the Hoechst Group and the Boehringer Mannheim Group including responsibilities in the areas of diabetes and in vitro diagnostics. His roles at these companies included Group President of several product divisions, Chief Technology Officer and General Manager in Tokyo, Japan of a marketing and sales joint venture between Boehringer and Yamanouchi Pharmaceuticals (now Astellas Pharma, Inc.), and Senior Vice President of Research and Development Diabetes and Patient Care in Mannheim, Germany as well as in Indianapolis, Indiana. Dr. Blobel earned his doctorate degree (“Dr.rer.nat.”; a Ph.D. equivalent) with a dissertation in Biochemistry and Microbiology from the University of Hohenheim, Germany and holds an advanced degree in Chemistry from the University of Stuttgart, Germany. Dr. Blobel has spent his entire career in the pharmaceutical and biotechnology industry and brings to the Board experience in general management, research and development, and product marketing and distribution.

Nancy T. Chang, Ph.D. has served as a Director since September 2013. Since 2007, Dr. Chang has served as the President of Apex Enterprises, Inc., an investment management company with a major focus on healthcare investments. From 2007 to 2012, she was the Chairperson and Senior Managing Director of Caduceus Asia Partners at OrbiMed Advisors L.L.C. From 1987 to 2007, Dr. Chang served as Co-Founder, President and Chairman of Tanox, Inc., which was sold to Genentech in 2007. Prior to founding Tanox, Dr. Chang held several leadership positions at Centocor, now a division of Johnson & Johnson. She was also an Associate Professor at Baylor College of Medicine, and before that, she worked at the Roche Institute of Molecular Biology. Dr. Chang received her Doctorate in Biological Chemistry from Harvard University. Dr. Chang brings to the Board deep industry and business expertise, drawing on her scientific knowledge and her long history as a president and board member at a variety of public and private biopharmaceutical companies.

Richard J. Hawkins has served as a Director since October 2004. Since 2011, Mr. Hawkins has been the President and Chief Executive Officer of Lumos Pharma, Inc., a privately-held company. Mr. Hawkins has served as the President and Chief Executive Officer of id2, Inc., a privately-held company since 1992, and as the Chairman and CEO of LabNow, Inc., a privately-held company he founded that develops lab-on-a-chip sensor technology to be used in point-of-care diagnostic testing systems since 2003. From 1994 to 2000, Mr. Hawkins co-founded and served as Director at Corning BioPro, a protein contract manufacturing firm. From 1992 to 2000, Mr. Hawkins co-founded and served as Chairman of Sensus Drug Development, which developed and received regulatory approval for SOMAVERT®, a growth hormone antagonist approved for the treatment of acromegaly and now marketed by Pfizer in both the United States and Europe. In 1982, Mr. Hawkins founded Pharmaco, a clinical research organization (CRO) that in 1991 was merged with the predecessor of PPD-Pharmaco, one of the largest CROs in the world today. Mr. Hawkins has served as a member of the board of directors of Cytori Therapeutics, Inc. since 2007. Mr. Hawkins graduated cum laude with a B.S. in Biology from Ohio University. Mr. Hawkins is an entrepreneur who has formed, financed and

operated multiple ventures in the pharmaceutical industry and he brings substantial experience to the Board in clinical development as well as the management of growing enterprises.

Gregg A. Lapointe has served as a Director since March 2009. Mr. Lapointe is currently the Chief Executive Officer of Cerium Pharmaceuticals, Inc., a specialty pharmaceutical company. From April 2008 to February 2012, Mr. Lapointe served as Chief Executive Officer of Sigma-Tau Pharmaceuticals, Inc., a pharmaceutical company focused on rare disorders and the U.S. wholly-owned subsidiary of Sigma-Tau Finanziaria S.p.A. He served as Chief Operating Officer of Sigma-Tau Pharmaceuticals, Inc. from December 2003 to March 2008. Mr. Lapointe is a Certified Public Accountant in the United States. He holds a Bachelor of Commerce degree from Concordia University of Montreal, a Graduate Diploma in Public Accountancy from McGill University of Montreal and an M.B.A. from Duke University. Mr. Lapointe also serves on the board of directors of Soligenix, Inc., ImmunoCellular Therapeutics, Ltd., and Raptor Pharmaceuticals Corp. Mr. Lapointe brings to the Board substantial experience in finance and management, including operational experience as the CEO of a pharmaceutical development and sales organization.

Simon Li has served as a Director since January 2013. He is currently the Chairman and Chief Executive Officer of JW Medical System Ltd., an affiliated company of Biosensors International Ltd. From 2006 to 2012, Mr. Li served in various positions at Medtronic, a global medical technology company, including as the Global Officer and Member of the Executive Committee of Medtronic and President, Greater China and Chairman of the Board, Medtronic-Weigao JV. Prior to Medtronic, from 1999 to 2005, Mr. Li served in various positions at Johnson & Johnson Medical, China (“J&J”) including International Vice President, North Asia/New Business Development, Asia Pacific/Strategic Medical Affairs, Asia Pacific. Earlier in his career with J&J, he held the positions of International Vice President, North Asia, Managing Director, China and Hong Kong, and Managing Director, China. Prior to J&J, Mr. Li was President and Chief Operating Officer of the ConvaTec business with Bristol-Myers Squibb in Hong Kong. He also served as General Manager of the pharmaceutical distributor Y.C. Woo & Co., Ltd. in Hong Kong. He earned a Bachelor of Arts degree in social sciences from the University of Hong Kong, an M.B.A. degree from Henley Management, and an advanced E.M.B.A. from Harvard Business School. Mr. Li brings to the Board international experience and perspective, combined with substantial knowledge of emerging markets, success in building profitable companies and experience in managing complex international business operations.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES NAMED ABOVE.

CORPORATE GOVERNANCE

Board Leadership Structure

The Board believes that separate individuals should, generally, hold the positions of Chairman of the Board and Chief Executive Officer, and that the Chairman should not be an employee. The Board has been led by an independent Non-Executive Chairman for over a decade. The Chairman of the Board is responsible for coordinating the Board’s activities, including the scheduling of meetings and executive sessions of the non-employee directors and the relevant agenda items in each case (in consultation with the Chief Executive Officer as appropriate). The Board believes this leadership structure enhances the Board’s oversight of and independence from our management, the ability of the Board to carry out its roles and responsibilities on behalf of our stockholders, and our overall corporate governance. The Board recognizes, however, that the needs of the Company and the individuals available to fill these roles may dictate different solutions at different times, and the Board believes that retaining flexibility in these decisions is in the best interest of the Company. In the event that the offices of the Chairman of the Board and Chief Executive Officer are vested in the same person, the Board will appoint a non-employee, independent director to serve as Lead Director, whose duties will include assisting the Board in ensuring compliance with the Company’s corporate governance guidelines, serving as the presiding director for executive sessions of the independent directors and acting as liaison to the Chairman from the independent directors.

The Board has designated four standing committees to address particular areas of responsibility. At each regular Board meeting, the Board receives full reports from its Audit and Compensation Committees regarding those committees’ most recent activities, with any other committees also reporting as appropriate. The Board believes that this structure provides the Board with the opportunity to exercise independent review of the Company’s results and to apply, through the committees, more detailed oversight of certain aspects of the Company’s business and operations.

Term

Each director serves a one-year term that expires at the following annual meeting.

Risk

SciClone faces a number of risks, including general economic risks, operational risks, financial risks, competitive risks and reputational risks. Management is responsible for the day-to-day management of those risks, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. While the full Board is charged with ultimate oversight responsibility for risk management, committees of the Board have responsibilities with respect to various aspects of risk oversight. In particular, the Audit Committee plays a significant role in monitoring and assessing SciClone’s financial and operational risks. The Audit Committee reviews and discusses with management areas of financial risk exposure and steps management has taken to monitor and control such exposure. The Audit Committee is also responsible for establishing and oversight of the Company’s Code of Business Conduct and Ethics and reviewing and approving transactions between the Company and any related parties. The Compensation Committee monitors and assesses risks associated with the Company’s compensation policies, and oversees the development of incentives that encourage a level of risk-taking consistent with the Company’s overall strategy. The Corporate Governance Committee has oversight responsibility for corporate governance risks, including risks associated with director independence and for oversight of risk related to compliance with good laboratory, clinical and manufacturing practices.

Director Independence

The Board has determined that none of the current director nominees, other than Dr. Blobel, our President and Chief Executive Officer, has a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an “independent director” for purposes of the NASDAQ Listing Rules and the rules and regulations of the Securities and Exchange Commission, as the term relates to membership on the board of directors and the various committees of the board of directors.

Dr. Blobel does not qualify as an independent director under the rules and regulations of the SEC which govern the composition of SciClone’s Audit Committee or under applicable NASDAQ rules due to his service as an executive officer of SciClone.

In the course of the Board’s determination regarding the independence of each non-management director, it considered any transactions, relationships and arrangements as required by the applicable NASDAQ rules and the rules and regulations of the SEC.

Executive Sessions

The Board meets in executive session after each regular Board meeting to assess management’s presentation, the strategic direction of the Company, the effectiveness of management and similar matters. Executive sessions are chaired by the Chairman of the Board, so long as the chair is an independent director, and otherwise by the Lead Director appointed by the Board, and such chairman or a chairman of one of our committees, will typically report the results to the Chief Executive Officer on relevant matters, or invite the Chief Executive Officer to join the executive session for further discussion, as appropriate.

Board Meetings and Committees

In 2015, the Board had:

The Board held 4 regular meetings and 7 additional meetings during the year ended December 31, 2015. All incumbent directors attended at least 75% of meetings of the Board and of each standing committee of the Board on which he or she served during his or her term on the Board or committee. The following table sets forth the standing committees of the Board and the members of each committee as of the date that this Proxy Statement was first made available to our stockholders:

Committee Composition

Audit

Compensation

Corporate Governance

Business Development

Jon S. Saxe

Chair

X

X

Friedhelm Blobel, Ph.D.

X

Nancy T. Chang, Ph.D.

X

X

Richard J. Hawkins

X

X

Chair

Gregg A. Lapointe

X

Chair

Chair

Simon Li

X

X

X

Number of meetings during 2015

4

4

5

5

Audit Committee.  We have a separately designated standing audit committee established by the Board. The members of the Audit Committee during 2015 were Mr. Saxe (chairman), Mr. Hawkins, Mr. Lapointe and Mr. Li. Each member of the Audit Committee during 2015 was independent for purposes of both NASDAQ and SEC rules, as they apply to audit committee members. The Board has determined that Mr. Lapointe is an audit committee financial expert, as defined in the rules and regulations of the SEC.

As more fully defined under the terms of its written charter, the Audit Committee:

Additional information regarding the Audit Committee may be found in the section entitled “Report of the Audit Committee” included with this Proxy Statement.

Compensation Committee.  The members of the Compensation Committee during 2015 were Mr. Lapointe (chairman), Mr. Hawkins and Mr. Li. Each member of the Compensation Committee is independent for purposes of applicable NASDAQ rules. The Compensation Committee recommends to the full board the salary and bonus earned by the President and Chief Executive Officer, reviews and recommends to the full board salary and bonus levels for other executive officers, approves equity grants to executive officers and approves all employment, severance and change-in-control agreements applicable to executive officers. In addition, the Compensation Committee has the authority to obtain advice or assistance from compensation consultants, independent legal counsel, accounting or other advisors as appropriate to perform its duties, and to determine the terms, costs and fees of engagement of compensation advisors. Prior to selecting any compensation advisors, the Compensation Committee will consider the independence factors listed in applicable NASDAQ rules. The Compensation Committee may from time to time delegate duties or responsibilities to subcommittees or to one member of the Committee.

Each year, at the request of the Compensation Committee, our President and Chief Executive Officer provides compensation recommendations for each of the executive officers. In 2008, the Compensation Committee engaged Setren, Smallberg & Associates, Inc. (“Setren”), an independent compensation consultant, to advise the Compensation Committee regarding optimal allocation of the different elements of executive officer compensation and recommended target amounts for each element of compensation. Each year since then Setren has provided additional advice to the Compensation Committee. For 2015 compensation, the Compensation Committee requested that Setren provide a written update of the information they provided in the prior year. Pursuant to applicable rules, the Compensation Committee has assessed the independence of Setren, and concluded that no conflict of interest exists that would prevent Setren from independently representing the Compensation Committee. Setren does not perform other services for the Company, and will not do so without the prior consent of the Compensation Committee. Setren meets with the Compensation Committee outside the presence of management.

Taking these recommendations and the updated information together, the Compensation Committee is responsible for determining all compensation for our executive officers, other than the CEO. The Board (without the CEO) reviews and approves the Compensation Committee’s recommendations before they are finalized and the Board approves all CEO compensation. For more information on the responsibilities and activities of the Compensation Committee, including the committee’s processes for determining executive compensation, see “Compensation Discussion and Analysis.”

Corporate Governance Committee.  The members of the Corporate Governance Committee during 2015 were Mr. Hawkins (chairman), Dr. Chang, Mr. Li and Mr. Saxe. Each member of the Corporate Governance Committee was independent for purposes of NASDAQ rules. The Corporate Governance Committee considers qualified candidates for nomination for election to the Board and makes recommendations concerning such candidates, develops corporate governance principles for recommendation to the Board and oversees the regular evaluation of our directors. In addition, the Corporate Governance Committee also has an oversight role, particularly as to risk management, with respect to certain aspects of our operations including manufacturing, clinical and laboratory practices.

Business Development Committee.  The members of the Business Development Committee during 2015 were Mr. Lapointe (chairman), Dr. Blobel, Dr. Chang and Mr. Saxe. The primary responsibilities of the Business Development Committee are to review and assess our business development activities, including, recommending to the Board, as appropriate, new business strategies, such recommendations to include long-term plans for growth and expansion and to review, monitor and recommend to the Board new business opportunities, including potential mergers, acquisitions, divestitures, investments and other similar transactions. The Business Development Committee is also responsible for review of the quality of the Company’s research and development programs and medical affairs as relevant to the research and development programs.

Committee Charters and Other Corporate Governance Materials

The Board has adopted a written charter for each of the standing committees described above. The Board has also adopted a written Corporate Code of Business Conduct and Ethics (including “Whistleblowing in the Case of Violations of Company Policies”) (“Code of Conduct”) that applies to all of our officers, directors, employees, contract workers and anyone who conducts business with us. In addition, the Board has adopted written Corporate Governance Guidelines that address the composition of the Board, criteria for Board membership and other Board governance matters. Links to these materials, other than the Business Development Committee Charter, are available in the Investors and Media section of our website at www.sciclone.com.

Director Nominations

Director Qualifications

Consistent with its charter, the Corporate Governance Committee evaluates and recommends to the Board director nominees for each election of directors.

In fulfilling its responsibilities, the Corporate Governance Committee has approved a Policy Regarding Director Nominations, pursuant to which the Committee considers the following factors in reviewing possible candidates for nomination as director:

The Corporate Governance Committee’s goal is to assemble a Board that brings a variety of perspectives and skills derived from high quality business and professional experience. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the best interests of our stockholders. They must also have an inquisitive and objective perspective and mature judgment. Director candidates must have sufficient time available in the judgment of the Corporate Governance Committee to perform all Board and Committee responsibilities. Directors are expected to prepare for, attend, and participate in all Board and applicable Committee meetings.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders. The Corporate Governance Committee believes that it is preferable that at least one member of the Board meet the criteria for an “audit committee financial expert” as defined by SEC rules. Under applicable listing requirements, at least a majority of the members of the Board must meet the definition of “independent director.” The Corporate Governance Committee also believes that it is appropriate for one or more key members of our management to participate as members of the Board.

Diversity

Although we do not have a formal diversity policy, to foster and maintain a diversity of viewpoints, backgrounds and experience on the Board, the Corporate Governance Committee evaluates the mix of skills and experience of the directors and assesses nominees and potential candidates in the context of the current composition of the Board and the requirements of the Company. The Corporate Governance Committee uses the same standards to evaluate all director candidates, regardless of who proposes them.

Identifying and Evaluating Candidates for Nomination as Director

The Corporate Governance Committee has adopted procedures providing for the annual evaluation by the committee of the current members of the Board whose terms are expiring and who are willing to continue in service, against the criteria set forth above in determining whether to recommend these directors for election. Under the procedures it adopted, the Corporate Governance Committee has initiated the regular assessment of the optimum size of the Board and its committees and the needs of the Board for various skills, background and business experience in determining if the Board requires additional candidates for nomination.

Candidates for nomination as a director come to the attention of the Corporate Governance Committee from time to time through incumbent directors, management, stockholders or third parties. These candidates may be considered at meetings of the Corporate Governance Committee at any point during the year. Such candidates are evaluated against the criteria set forth above. If the Corporate Governance Committee believes at any time that it is desirable that the Board consider additional candidates for nomination, the Committee may poll directors and management for suggestions or conduct research to identify possible candidates and may engage, if the Corporate Governance Committee believes it is appropriate, a third party search firm to assist in identifying qualified candidates. The Corporate Governance Committee will evaluate any recommendation for director nominee proposed by a stockholder. In order to be evaluated in connection with the Corporate Governance Committee’s established procedures for evaluating potential director nominees, any recommendation for director nominee submitted by a stockholder must be sent in writing to the Corporate Secretary, SciClone Pharmaceuticals, Inc., 950 Tower Lane, Suite 900, Foster City, CA 94404, not less than 120 days prior to the anniversary of the date proxy statements were mailed to stockholders in connection with the prior year’s annual meeting of stockholders and must contain the following information:

In addition, under our Bylaws, stockholders are permitted to nominate directors for consideration at an annual meeting. A stockholder nomination for a director to be elected at an annual meeting must be sent in writing to the Corporate Secretary, SciClone Pharmaceuticals, Inc., 950 Tower Lane, Suite 900, Foster City, CA 94404, not less than 120 days prior to the anniversary of the date proxy statements were mailed to stockholders in connection with the prior year’s annual meeting of stockholders and must contain the following information:

Under our Bylaws, all directors and director nominees must submit a completed form of the directors’ and officers’ questionnaire as part of the nominating process and all nominees must agree among other matters to abide by all applicable corporate governance, confidentiality, conflict of interest and other policies. The evaluation process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Corporate Governance Committee.

The Corporate Governance Committee will evaluate incumbent directors, as well as candidates for director nominee submitted by directors, management and stockholders consistently using the foregoing criteria and will select the nominees that, in the Committee’s judgment, best suit the needs of the Board at that time.

Communications by Stockholders with Directors

Stockholders may communicate with any and all Company directors by transmitting correspondence by mail or facsimile, addressed as follows:

Chairman of the Board
or Board of Directors
or [individual director]
c/o Corporate Secretary
SciClone Pharmaceuticals, Inc.
950 Tower Lane, Suite 900
Foster City, CA 94404
Fax: (650) 358-3469
Email: [email protected]

The Corporate Secretary maintains a log of such communications and will transmit as soon as practicable such communications to the identified director addressee(s), unless there are safety or security concerns that mitigate against further transmission of the communication as determined by the Corporate Secretary. The Board or individual directors so addressed will be advised of any communication withheld for safety or security reasons as soon as practicable. The Corporate Secretary will relay all communications to directors absent safety or security issues.

Director Attendance at Annual Meetings

We believe that it is desirable that directors attend our annual meeting of stockholders. Our policy is to schedule our annual meeting of stockholders at a time and date to maximize attendance by directors taking into account the directors’ schedules. Of the six directors then in office, two attended the 2015 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during 2015 has been an officer or employee of SciClone or any of its subsidiaries, or has had any relationship requiring disclosure by SciClone under the rules and regulations of the SEC. No interlocking relationships existed during 2015 between any member of the Compensation Committee and any member of any other company’s board of directors or compensation committee.

Director Compensation

Cash Compensation

Directors who are employees of SciClone do not receive any compensation for their services as directors. During 2015, each non-employee director is entitled to an annual retainer of $35,000, plus payment of out-of-pocket expenses relating to their service as Board members. Beginning in fiscal 2014, directors also received a cash payment of $2,000 for each regular meeting of the Board attended.

Directors received the following additional annual payments for service on the committees of the Board in 2015:

Committee		Member				Chairman
Audit		$	15,000			$	19,000
Compensation			12,500				15,000
Corporate Governance			7,500				10,000
Business Development			7,500				10,000

In addition, our Chairman of the Board (currently Mr. Saxe) receives an additional annual payment of $22,000 for his services as Chairman. Mr. Saxe, Mr. Hawkins and Mr. Lapointe also received additional payments of $50,000, $20,000 and $40,000, respectively, for substantial additional services as directors in fiscal 2015, in particular for service on a special committee of our Board formed to oversee the Company’s response to the investigations being conducted by the SEC and Department of Justice, which were fully resolved in February 2016.

Equity Compensation

Non-employee directors receive an option grant of 50,000 shares upon election to the Board and an annual option grant of 30,000 shares upon re-election. Each option has a term of ten years and an exercise price equal to the grant date closing price of our Common Stock as quoted on the NASDAQ Global Select Market. Initial option grants vest in three equal annual installments. Annual stock option grants vest in twelve equal monthly installments. Any unexercisable or unvested portions of any outstanding non-employee director options become immediately exercisable and vested in full as of the date 10 days prior to a change in control.

If Dr. Chang, Mr. Hawkins, Mr. Lapointe, Mr. Li and Mr. Saxe are re-elected to the Board at the Annual Meeting, each will automatically receive an option to purchase 30,000 shares of our Common Stock. Generally, when independent directors leave the Board after serving a full term, the exercise period for any then vested options is extended for a period of two years following their final date of service.

Aggregate Compensation

The following table sets forth the aggregate compensation earned by each individual who served as a director at any time during the fiscal year ended December 31, 2015:

2015 Director Compensation

Name of Director		Fees Earned or Paid in Cash ($)				Option Awards(1) ($)				All Other Compensation				Total ($)
Jon S. Saxe			149,000	(2)			128,853				—				277,853
Friedhelm Blobel, Ph.D.			—	(3)			—				—				—
Nancy T. Chang, Ph.D.			58,000	(4)			128,853				—				186,853
Richard J. Hawkins			100,500	(5)			128,853				—				229,353
Gregg A. Lapointe			123,000	(6)			128,853				—				251,853
Simon Li			78,000	(7)			128,853				—				206,853

The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2015:

Name		Option Awards
Jon S. Saxe			300,000
Nancy T. Chang, Ph.D.			70,981
Richard J. Hawkins			300,000
Gregg A. Lapointe			235,000
Simon Li			122,500

PROPOSAL NO. 2
 
NON-BINDING ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with SEC rules. As described in further detail under the heading “Executive Compensation and Other Matters — Compensation Discussion and Analysis,” our executive compensation philosophy is designed to attract, motivate and retain qualified executives in a highly competitive industry. Our compensation programs are designed to reward performance over a short and long-term basis that aligns our executive officers’ performance with the interests of our stockholders. For fiscal 2015, the principal components for our executive officers’ compensation were cash base salary with variable cash and equity incentives. Please read the “Compensation Discussion and Analysis” beginning on page 28 for additional details about our executive compensation programs, including information about the fiscal year 2015 compensation of our Named Executive Officers and how our executive compensation programs reflect our philosophy and are linked to the Company’s performance.

We are asking our stockholders to indicate their support for the compensation arrangements with our Named Executive Officers as described in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. At our 2011 annual meeting of stockholders held on June 30, 2011, our stockholders voted in favor of holding future “Say-on-Pay” votes on an annual basis. Our Board subsequently determined that such advisory votes shall be held annually at the annual meeting of stockholders.

The vote solicited by this Proposal No. 2 is advisory, and therefore is not binding on the Company, our Board or our Compensation Committee, nor will its outcome require the Company, our Board or our Compensation Committee to take any action. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our Named Executive Officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board and our Compensation Committee value the opinions of our stockholders, and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Accordingly, we are asking our stockholders to vote “FOR” the following resolution to be presented at the Annual Meeting:

“RESOLVED, that the stockholders of SciClone Pharmaceuticals, Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers for the fiscal year ended December 31, 2015, as disclosed in the Company’s Proxy Statement for the 2016 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion.”

Required Vote

Approval of this resolution requires the affirmative vote of a majority of the votes cast on this resolution at the Annual Meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining a quorum but will not have any effect on the outcome of the resolution.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE RESOLUTION ABOVE, RELATING TO THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

PROPOSAL NO. 3
 
APPROVE ADOPTION OF 2016 EMPLOYEE STOCK PURCHASE PLAN

On February 25, 2016, the Board of the Company adopted the SciClone Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan (the “Purchase Plan”). If approved by the Company’s stockholders, the Purchase Plan authorizes the issuance of up to 2,400,000 shares of the Company’s Common Stock (subject to adjustment for certain changes in the capital structure of the Company) and will replace our existing 1996 Employee Stock Purchase Plan (the “Existing Plan”), which will expire in July 2016. A copy of the proposed Purchase Plan is attached as Appendix A.

The Board believes that the Purchase Plan advances the interests of the Company and its stockholders by providing its employees with an opportunity through payroll deductions to purchase shares of Common Stock and is helpful in attracting, retaining and rewarding valued employees. To permit the Company to continue offering employees a stock purchase opportunity, the Board has adopted the Purchase Plan to replace the expiring Existing Plan. If the stockholders approve the Purchase Plan, it will become effective on the day of the Annual Meeting, and no further offerings of shares will be made under the Existing Plan.

Summary of the Purchase Plan

The following summary of the Purchase Plan is qualified in its entirety by the specific language of the Purchase Plan, which is attached as Appendix A to this Proxy Statement.

General Operation.  The Purchase Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code but also permits us to include our non-United States employees in offerings not intended to qualify under Section 423. Each participant in the Purchase Plan is granted at the beginning of each offering under the Purchase Plan (an “Offering”) the right to purchase (a “Purchase Right”) through accumulated after-tax payroll deductions up to a number of shares of the Common Stock of the Company determined on the first day of the Offering. The Purchase Right is automatically exercised on each purchase date during the Offering, unless the participant has withdrawn from participation in the Purchase Plan prior to such date.

Shares Subject to the Purchase Plan.  The Purchase Plan authorizes the sale of an aggregate of 2,400,000 shares of the Company’s Common Stock. If any Purchase Right expires, terminates or is canceled, the shares allocable to the unexercised portion of such Purchase Right will again be available for issuance under the Purchase Plan. To prevent dilution or enlargement of the rights of participants under the Purchase Plan, appropriate and proportionate adjustments to the number of shares subject to the Purchase Plan will be made if any change is made to the outstanding Common Stock by reason of merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or any similar change in the capital structure of the Company not involving the receipt of consideration by the Company.

Administration.  The Purchase Plan is administered by the Compensation Committee or other committee or subcommittee duly appointed by our Board to administer the Plan. Subject to the provisions of the Purchase Plan, the Compensation Committee determines the terms and conditions of Purchase Rights granted under the Purchase Plan. The Compensation Committee will interpret the Purchase Plan and the Purchase Rights granted, and all determinations of the Compensation Committee will be final and binding on all persons having an interest in the Purchase Plan or any Purchase Right.

Eligibility.  Generally, any employee of the Company or any present or future parent or subsidiary corporation of the Company designated by the Compensation Committee for inclusion in the Purchase Plan is eligible to participate in an Offering under the Purchase Plan, so long as the employee is customarily employed for more than 20 hours per week and more than five months in any year. If any local laws applicable to any of our non-United States employees require that participation in the Purchase Plan be extended to additional classes of employees or otherwise impose different terms or restrictions on their participation, those requirements may be satisfied through separate Offerings under the Purchase Plan not intended to qualify under Section 423 of the Code, and such separate Offerings will be treated part of a “Non-423 Plan” component of the Purchase Plan. Employees in certain jurisdictions having unfavorable laws regarding stock purchase plans may be excluded from participating in the Purchase Plan. In any event, no

employee who owns or holds options to purchase, or who, as a result of participation in the Purchase Plan, would own or hold options to purchase, five percent or more of the total combined voting power or value of all classes of stock of the Company or of any parent or subsidiary corporation of the Company is eligible to participate in the Purchase Plan. As of March 31, 2016 approximately 18 employees, including three executive officers, would be eligible to participate in the Purchase Plan were it then in effect.

Offerings.  Generally, each Offering under the Purchase Plan will be for a period of three months (an “Offering Period”), with new Offering Periods commencing on the first trading days of March, June, September and December of each year. The Compensation Committee may establish a different term for one or more Offerings, not to exceed 27 months, different beginning or ending dates for any Offering Period, and multiple purchase dates within an Offering Period.

Purchase Price.  The price at which shares are sold under the Purchase Plan in each Offering Period is established by the Compensation Committee but may not be less than 85% of the fair market value per share of Common Stock on the first day of the Offering Period (the “Offering Date”) or the purchase date, whichever is less. The fair market value of the Common Stock on any relevant date generally will be the closing price per share as reported on the NASDAQ Global Select Market. On March 31, 2016, the closing price per share of Common Stock was $11.00.

Participation and Payroll Deductions.  Participation in an Offering under the Purchase Plan is limited to eligible employees who deliver a properly completed subscription agreement and, with the exception of non-United States employees for whom local law will not permit such deductions, who authorize payroll deduction contributions under the Purchase Plan prior to the Offering Date of the Offering Period. Payroll deductions may not exceed 15% (or such other rate as the Compensation Committee determines) of an employee’s compensation on any pay day during the Offering Period. The Compensation Committee will specify alternative means for funding share purchases under the Purchase Plan by non-United States employees in jurisdictions where local law will not permit payroll deductions. An employee who becomes a participant in the Purchase Plan will automatically participate in each subsequent Offering Period beginning immediately after the last day of the Offering Period in which he or she is a participant until the employee withdraws from the Purchase Plan, becomes ineligible to participate, or terminates employment.

Subject to any uniform limitations or notice requirements imposed by the Company, a participant may decrease his or her rate of payroll deductions or withdraw from the Purchase Plan at any time during an Offering. Upon withdrawal, the Company will refund without interest the participant’s accumulated payroll deductions not previously applied to the purchase of shares. Once a participant withdraws from an Offering, that participant may not again participate in the same Offering.

Grant of Purchase Rights.  Subject to certain limitations and unless different terms are specified by the Compensation Committee, each participant in an Offering is granted a Purchase Right for a number of whole shares determined by dividing the product of $2,083.33 and the number of months in the Offering Period by the fair market value of a share of our Common Stock on the Offering Date, provided that no participant’s Purchase Right may exceed 333 shares multiplied by the number of months in the Offering Period. In any event, no participant may be granted a Purchase Right that would allow the participant to purchase shares under the Purchase Plan or any other employee stock purchase plan of the Company or any of our subsidiaries having a fair market value (measured on the first day of the Offering Period in which the shares are purchased) exceeding $25,000 for each calendar year in which the Purchase Right is outstanding at any time. Further, the Purchase Plan provides that the maximum number of shares of Common Stock that may be purchased by all participants may not exceed 60,000 shares on any purchase date during an Offering Period of three months duration, unless the Compensation Committee establishes a different limit prior to the Offering Date. Purchase Rights are nontransferable and may only be exercised by the participant.

Purchase of Shares.  On each purchase date, the Company issues to each participant in the Offering the number of shares of the Company’s Common Stock determined by dividing the amount of payroll deductions (or other funds that may have been contributed by certain non-United States participants) accumulated for the participant during the Offering Period by the purchase price, limited in any case by the number of shares subject to the participant’s Purchase Right for that Offering.

Any amounts credited to a participant’s plan account not applied to the purchase of shares will be returned to the participant without interest, unless the amount remaining is less than the amount necessary to purchase a whole share of Common Stock, in which case the remaining amount may be applied to the next Offering Period, or will be refunded in the event the employee chooses not to participate in the Purchase Plan during such Offering Period.

Change in Control of the Company.  The Purchase Plan provides that a “Change in Control” occurs upon (a) a person or entity (with certain exceptions described in the Purchase Plan) becoming the direct or indirect beneficial owner of more than 50% of the Company’s voting stock; (b) stockholder approval of a liquidation or dissolution of the Company; or (c) the occurrence of any of the following events upon which the stockholders of the Company immediately before the event do not retain immediately after the event direct or indirect beneficial ownership of more than 50% of the voting securities of the Company, its successor or the entity to which the assets of the company were transferred: (i) a sale or exchange by the stockholders in a single transaction or series of related transactions of more than 50% of the Company’s voting stock; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company). If a Change in Control occurs, then, unless the surviving or acquiring corporation assumes or continues the outstanding Purchase Rights or substitutes equivalent rights for such corporation’s shares, the Purchase Plan participants’ accumulated payroll deductions will be applied to purchase shares of the Common Stock in the current Offerings on a date before the Change in Control specified by the Compensation Committee.

Termination or Amendment.  The Purchase Plan will continue until terminated by the Compensation Committee. The Compensation Committee may at any time amend, suspend or terminate the Purchase Plan, except that the approval of the Company’s stockholders is required within twelve months of the adoption of any amendment that either increases the number of shares authorized for issuance under the Purchase Plan or changes the definition of the corporations whose employees may participate in the Purchase Plan.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the United States federal income tax consequences of participation in the Purchase Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

Generally, there are no tax consequences to an employee of either becoming a participant in the Purchase Plan or purchasing shares under the Purchase Plan. The tax consequences of a disposition of shares vary depending on the period such stock is held before its disposition. If a participant disposes of shares within two years after the Offering Date or within one year after the purchase date on which the shares are acquired (a “disqualifying disposition”), the participant recognizes ordinary income in the year of disposition in an amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price. Such income may be subject to withholding of tax. Any additional gain or resulting loss recognized by the participant from the disposition of the shares is a capital gain or loss.

If the participant disposes of shares at least two years after the Offering Date and at least one year after the purchase date on which the shares are acquired, the participant recognizes ordinary income in the year of disposition in an amount equal to the lesser of (i) the difference between the fair market value of the shares on the date of disposition and the purchase price or (ii) the difference between the fair market value of the shares on the Offering Date and purchase price (determined as if the Purchase Right were exercised on the Offering Date). Any additional gain recognized by the participant on the disposition of the shares is a capital gain. If the fair market value of the shares on the date of disposition is less than the purchase price, there is no ordinary income, and the loss recognized is a capital loss. If the participant owns the shares at the time of the participant’s death, the lesser of (i) the difference between the fair market value of the shares on the date of death and the purchase price or (ii) the difference between the fair market value of the shares on the Offering Date and the purchase price (determined as if the Purchase Right were exercised on the Offering Date) is recognized as ordinary income in the year of the participant’s death.

If the exercise of a Purchase Right does not constitute an exercise pursuant to an “employee stock purchase plan” under section 423 of the Code, the exercise of the Purchase Right will be treated as the exercise of a nonstatutory stock option. The participant would therefore recognize ordinary income on the purchase date equal to the excess of the fair market value of the shares acquired over the purchase price. Such income is subject to withholding of income and employment taxes. Any gain or loss recognized on a subsequent sale of the shares, as measured by the difference between the sale proceeds and the sum of (i) the purchase price for such shares and (ii) the amount of ordinary income recognized on the exercise of the Purchase Right, will be treated as a capital gain or loss, as the case may be.

If the participant disposes of the shares in a disqualifying disposition, the Company should be entitled to a deduction equal to the amount of ordinary income recognized by the participant as a result of the disposition, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder. In all other cases, no deduction is allowed for the Company.

New Plan Benefits and Additional Information

Because benefits under the Purchase Plan will depend on employees’ elections to participate and the fair market value of the Company’s Common Stock at various future dates, it is not possible to determine the benefits that will be received by employees if the Purchase Plan is approved by the stockholders. Non-employee Directors are not eligible to participate in the Purchase Plan.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.

Recommendation of the Board

The Board believes that the proposed adoption of the Purchase Plan is in the best interests of the Company and its stockholders for the reasons stated above.

THEREFORE, THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE ADOPTION OF THE PURCHASE PLAN.

PROPOSAL NO. 4
 
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee of our Board has appointed PricewaterhouseCoopers Zhong Tian LLP (“PwC China”), a member firm of the PricewaterhouseCoopers international network of accounting firms, each of which is a separate legal entity, as our independent registered public accounting firm for the fiscal year ending December 31, 2016. In the event that ratification of this selection of auditors is not approved by a majority of the shares of Common Stock voting at the Annual Meeting in person or by proxy, management will review its future selection of our independent registered public accounting firm.

A representative of PwC China is expected to be present by telephone at the Annual Meeting, with the opportunity to make a statement if the representative desires to do so. If a representative is present, the representative will have an opportunity to make a statement and will be available to respond to appropriate questions.

Effective April 8, 2013, the Audit Committee approved the engagement of PricewaterhouseCoopers LLP (“PwC US”) as the Company’s independent registered public accounting firm to perform independent audit services. A subsequent determination was made that PwC China was better suited to conduct the external audit based upon various facts and circumstances, including the location of the Company’s principal business operations, and after considering relevant regulatory practices and generally accepted auditing standards. Therefore, on January 24, 2014, the Company’s Audit Committee approved the appointment of PwC China as the Company’s independent registered public accounting firm to perform independent audit services beginning with the fiscal year ended December 31, 2013. As of and through the January 17, 2014 date of resignation, PwC US had not issued any reports on the financial statements of the Company for any period. During the period April 8, 2013 through January 17, 2014, there were no disagreements with PwC US on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of PwC US would have caused PwC US to make reference to the matter in an audit report. Although PwC China performed work on components of the Company in support of PwC US services during the period April 8, 2013 through January 17, 2014, neither the Company nor anyone on its behalf had consulted with PwC China regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided by PwC China that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

For 2014 and 2015, PwC China issued an unqualified opinion with respect to the 2014 and 2015 financial statements and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 and 2015.

Principal Accountant Fees

The following table sets forth the aggregate fees billed to us for the fiscal years ended December 31, 2015 and 2014 by our principal accounting firm, PricewaterhouseCoopers Zhong Tian LLP.

		2015				2014
Audit Fees		$	1,779,000			$	1,674,000
Audit-related Fees			—				—
Tax Fees			4,000				13,000
All Other Fees			—				—
		$	1,783,000			$	1,687,000

Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements and the effectiveness over our internal control over financial reporting, the review of the interim consolidated financial statements included in quarterly reports and services that were normally provided in connection with statutory and regulatory filings or engagements, such as registration statements, as well as out of pocket expenses. Tax fees were for tax compliance services, tax advisory services, and the provision of consultation on tax matters. The Audit Committee’s charter requires the Audit Committee to approve in advance the engagement of the independent registered public accounting firm and the fees and other terms of any such engagement for all audit services and non-audit services. Pre-approval is provided for in the Audit Committee’s charter if the Committee establishes policies and procedures therefor and any pre-approval (i) is detailed as to the particular service or category of services and (ii) does not involve delegation to management of the Committee’s responsibilities and (iii) provides that the independent auditor and management are required, at its next scheduled meeting, to report to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with such pre-approval. During fiscal years 2015 and 2014, no fees were approved by the Audit Committee pursuant to the de minimis exception established by the SEC; in particular, all of the tax fees described above were subject to appropriate approvals.

Required Vote

Stockholder ratification of the selection of PwC China as our independent registered public accounting firm is not required by our Bylaws or otherwise. The Board however, is submitting the selection of PwC China to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the selection, the Audit Committee and the Board will reconsider whether or not to retain PwC China. Even if the selection is ratified, the Audit Committee or the Board in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in our best interests or in the best interests of our stockholders.

Approval of this proposal requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining a quorum but will not have any effect on the outcome of the proposal.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AS SCICLONE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.

PROPOSAL NO. 5
 
STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS

Mr. James McRitchie, 9295 Yorkship Court, Elk Grove, California, 95758, a beneficial owner of 500 shares of common stock of the Company, has given notice that he intends to present the following resolution at the Annual Meeting:

Proposal 5 — Shareholder Proxy Access

RESOLVED: Shareholders of SciClone Pharmaceuticals, Inc. (the “Company”) ask the board of directors (the “Board”) to adopt, and present for shareholder approval, a “proxy access” bylaw as follows:

Require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or an unrestricted number of shareholders forming a group (the “Nominator”) that meets the criteria established below.

Allow shareholders to vote on such nominee on the Company’s proxy card.

The number of shareholder-nominated candidates appearing in proxy materials should not exceed one quarter of the directors then serving or two, whichever is greater. This bylaw should supplement existing rights under Company bylaws, providing that a Nominator must:

The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board should adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority given to multiple nominations exceeding the one-quarter limit. No additional restrictions that do not apply to other board nominees should be placed on these nominations or re-nominations.

Supporting Statement:  Long-term shareholders should have a meaningful voice in nominating directors. The SEC’s universal proxy access Rule 14a-11 (https://www.sec.gov/rules/final/2010/33-9136.pdf) was vacated, in part due to inadequate cost-benefit analysis. Proxy Access in the United States (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1), a cost-benefit analysis by CFA Institute, found proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption,” raising US market capitalization by up to $140.3 billion. Public Versus Private Provision of Governance (http://ssrn.com/abstract=2635695) found a 0.5 percent average increase in shareholder value for proxy access targeted firms.

Enhance shareholder value. Vote for Shareholder Proxy Access — Proposal 5.

The Board of Directors recommends a vote AGAINST this proposal for the following reasons:

The Company understands that proxy access is emerging as an important corporate governance issue, and the Board will continue to monitor developments on proxy access. After reviewing the specific proposal presented, the Board does not believe that this proposal would be in the best interests of SciClone’s stockholders and recommends that you vote against this proposal for the following reasons:

This Proposal Does Not Sufficiently Protect the Interests of All Stockholders.  The Board believes that the specific proposal submitted does not adequately safeguard against unintended consequences or abuse by special-interest stockholders. Under our current process, the Company’s proxy materials include director candidates nominated by existing directors who hold fiduciary responsibilities to all stockholders. Nominators under the proposal would not hold such responsibilities, and stockholder-led proxy contests could deter or disrupt qualified individuals from serving on our Board. This proposal is also problematic because it lacks many of the protections previously included in the SEC’s former proxy access rule, Rule 14a-11, as described below:

In addition, this proposal would shift the cost burden of soliciting proxies from a nominating stockholder onto the Company (and ultimately, onto the Company’s stockholders). Currently, such costs would be borne by the stockholder(s) seeking to elect their own Board nominee, which best protects all of the stockholders’ interests. Moreover, with an ownership requirement of just 3% for a period of 3 years, this proposal could allow a stockholder or group of stockholders holding a small percentage of shares for a relatively short period of time to use the Company’s proxy to promote a narrow and/or short-term agenda rather than the long-term interests of all stockholders.

The proposal’s lack of adequate protection against abuse of the proxy access process is misaligned with evolving proxy access standards and could result in proxy access nominations being abused or threatened to promote a narrow agenda. Adopting proxy access on these terms could also pressure the Company’s Board and management to produce short-term results and divert attention away from the long-term interests of our stockholders.

The Company’s Existing Corporate Governance Practices Reflect our Board’s Accountability to Stockholders.  The Corporate Governance Committee maintains a strong commitment to nominating independent directors who are responsive to stockholders’ interests, free of any conflicts of interest, and possess the expertise and leadership skills needed to represent all stockholders and guide our Company to continued success. In determining to recommend that you vote against this proxy access proposal, the Board also took into account the following corporate governance policies at the Company that currently promote responsiveness to stockholders:

As described above, our director nomination process is accessible to all stockholders, and therefore we do not believe that proxy access as a supplemental director nomination mechanism will benefit our stockholders. Consistent with our responsive corporate governance practices, the Board is committed to considering stockholder perspectives and nominees. The Company’s stockholders already have an effective voice in the nomination, election, and accountability of our directors, and have repeatedly supported our director nominees.

The Corporate Governance Committee Maintains a Strong Commitment to Nominating Independent and Responsive Directors.  The Company has adopted numerous corporate governance practices to reinforce the Board’s accountability to stockholders. Our fully-independent Corporate Governance Committee annually evaluates each individual director and considers the performance, contributions, experience, added value, and skills of each director. Our directors also annually evaluate both their own and one another’s performance through formal evaluation processes. On page 9, under “Director Qualifications,” we discuss the factors considered in assessing the qualifications and skills of a director candidate. By evaluating all of these factors, the Corporate Governance Committee has developed a Board composed of highly successful, innovative, and independent directors who have guided our Company to success.

Proxy Access May Discourage the most Qualified and Competitive Candidates from Joining the Company’s Board.  The Board recognizes that the ability to elect directors is a stockholders’ fundamental right. The Company’s existing corporate governance practices empower and protect that right. The Board intends to continue to monitor developments on proxy access and the Company will discuss proxy access developments with its stockholders as part of its regular stockholder engagement program over the coming year. At the present time, however, in light of the Company’s corporate governance practices and our concerns described above, the Board believes that adoption of this proposal is not in the best long-term interests of our stockholders.

The Board believes that any decision to implement proxy access should be made only after carefully determining that it would enhance stockholder value. Among companies with which SciClone competes for director talent, proxy access remains uncommon. Therefore, the potential for frequent proxy contests would be likely to discourage the most talented and qualified candidates in our industry from agreeing to serve on the Company’s Board. To date, the Company has not identified any director candidates who were nominated by stockholders pursuant to a proxy access proposal. Thus, the Board and Corporate Governance Committee believe that proxy access is neither appropriate nor beneficial for the Company, and adopting proxy access could discourage talented and innovative leaders from agreeing to serve on the Board.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining a quorum but will not have any effect on the outcome of the proposal.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL REGARDING PROXY ACCESS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to beneficial ownership of shares of our Common Stock as of March 31, 2016 by:

This table is based upon the information supplied to us by officers and directors of the Company and upon information about principal stockholders known to us based on a Schedule 13G or 13D or amendments thereto filed with the SEC. Applicable percentages are based on 49,646,617 shares outstanding on March 31, 2016 provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after March 31, 2016 pursuant to grants of stock options or awards of restricted stock are deemed to be outstanding and beneficially owned by the person holding such options or restricted stock for the purpose of computing the number of shares beneficially owned.

		Shares Beneficially Owned(1)
		Number				Percent
Stockholders
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10022			5,033,530				9.44	%
GL Trade Investment Limited(3) Unit 3001, China World Tower 2 No. 1 Jian Guo Men Wai Avenue Beijing 100004, People’s Republic of China			4,750,116				8.91	%
Franklin Resources, Inc.(4) One Franklin Parkway San Mateo, CA 94403-1906			4,454,560				8.35	%
Named Executive Officers
Friedhelm Blobel, Ph.D.(5)			2,326,886				4.36	%
Wilson W. Cheung(6)			175,834					*
Robert King, Ph.D.(7)			176,425					*
Charles Meng(8)			25,208					*
Hong Zhao(9)			159,167					*
Outside Directors
Jon S. Saxe(10)			372,500					*
Nancy T. Chang, Ph.D.(11)			105,874					*
Richard J. Hawkins(12)			297,500					*
Gregg A. Lapointe(13)			232,500					*
Simon Li(14)			120,000					*
All directors and executive officers as a group (12 persons)(15)			4,069,461				7.63	%

EXECUTIVE COMPENSATION AND OTHER MATTERS

Executive Officers

The following table sets forth the name, age and title for each of our executive officers:

Name		Age		Title
Friedhelm Blobel, Ph.D.		67		President and Chief Executive Officer, Director
Wilson W. Cheung		47		Chief Financial Officer, Senior Vice President, Finance and Secretary
Raymond A. Low		59		Vice President, Finance and Controller
Robert King, Ph.D.		53		Senior Vice President, Product Development and Supply Chain
Charles Meng		53		General Counsel and Vice President of Compliance
Lan Xie		43		Vice President Finance, China Chief Financial Officer
Hong Zhao		52		Chief Executive Officer, China Operations

Friedhelm Blobel, Ph.D. is one of our directors as well as our President and Chief Executive Officer, and, as such, his biographical information is included above under “Election of Directors.”

Wilson W. Cheung joined SciClone in July 2013 and serves as Chief Financial Officer, Senior Vice President, Finance and Secretary. Prior to joining SciClone, from 2009 to 2013, Mr. Cheung served in various positions at Velti plc, a publicly traded global mobile marketing and advertising software-as-a-service provider, including most recently as Chief Compliance Officer, Asia Pacific and previously as Chief Financial Officer. From 2004 to 2009, Mr. Cheung served as Chief Financial Officer of AXT, Inc., a publicly traded manufacturer of high performance semi-conductor substrates. Mr. Cheung holds a B.A. degree in Economics/Business from the University of California, Los Angeles (UCLA) and is a Certified Director of Corporate Governance from UCLA’s Executive Program. He is a California Certified Public Accountant (inactive).

Raymond A. Low joined SciClone as Vice President, Finance and Controller in October 2013. Prior to joining SciClone, from 2009 to 2013, Mr. Low served as Chief Financial Officer, and from 2005 to 2009 as Corporate Controller at AXT, Inc., a publicly traded manufacturer of high performance semi-conductor substrates. From 2002 to 2004, Mr. Low was Corporate Controller of Therasense, Inc. (now Abbott Laboratories), a health care products company. Mr. Low is a California Certified Public Accountant and a member of the California Society of CPAs. He is a past member of the Chartered Institute of Management Accountants in the United Kingdom. Mr. Low has an M.B.A. degree from Chadwick University, Alabama, a Bachelor of Accounting Science Honors degree from the University of South Africa, and a Bachelor of Commerce degree from Rhodes University, South Africa.

Robert King, Ph.D. joined SciClone in 2011 and serves as Senior Vice President, Product Development and Supply Chain. Prior to joining SciClone, from 2006 to 2011, Dr. King served as Vice President, Product Development and Manufacturing at Bayhill Therapeutics. From 2003 to 2006, Dr. King was VP, Product Development and Manufacturing at Rinat Neuroscience Corporation (a division of Pfizer Global R&D). From 1993 to 2003, Dr. King held various positions of increasing responsibility at Millennium Pharmaceuticals, formerly Cor Therapeutics, Inc. From 1988 to 1993, Dr. King worked at Scios, formerly California Biotechnology and Molecular Devices Corporation. Dr. King has a Ph.D. in Chemical Engineering from UC Berkeley and a B.S. in Chemical Engineering from the University of Washington.

Charles Meng joined SciClone in February 2014 and serves as General Counsel and Vice President of Compliance. Prior to joining SciClone, from 2012 to 2014, Mr. Meng served as General Legal Counsel and Chief Compliance Officer at Novartis China, a health care products company. Prior to Novartis, from June 2011 to December 2011, Mr. Meng served as Chief Legal Officer of China National Bluestar Co. Ltd. in Beijing, a state-owned chemical company. From 2006 to 2011, Mr. Meng held the position of Legal Director, Greater China Region with AMD (China) Ltd. Mr. Meng earned his LL.B. from Foreign Affairs College in Beijing, his LL.M from the Faculty of Law, Edinburgh University, Scotland, UK, and his J.D. from the College of Law, Ohio State University.

Lan Xie joined SciClone as Vice President Finance, China Chief Financial Officer in August 2012. From 2007 to 2012, Ms. Xie served as Vice President of Finance and Investor Relations at ShangPharma Corporation, a pharmaceutical company. From 2005 to 2007, Ms. Xie served as a senior manager, transaction services, at PricewaterhouseCoopers Zhong Tian LLP in Shanghai and from 2003 to 2005, Ms. Xie served as manager, mergers and acquisitions at Deloitte & Touche in New York. Ms. Xie also served in various finance and accounting positions at Reuters Incorporated and PricewaterhouseCoopers in Boston. She is a Massachusetts certified public accountant and received her M.B.A from INSEAD, Singapore/France.

Hong Zhao joined SciClone as Chief Executive Officer, China Operations, in April 2013. Prior to SciClone, from 2011 to 2013, Mr. Zhao served as Executive Vice President of Simcere Pharmaceutical Group, a manufacturer and supplier of pharmaceuticals in China, where he was responsible for all business operations and had direct reporting responsibility for medical affairs, market access, marketing and sales operations, training and personnel development. Prior to Simcere, from 1999 to 2011, Mr. Zhao held various positions at Novartis China, a health care products company, including most recently, Senior Vice President of Novartis Greater China and General Manager of Novartis Shanghai. Mr. Zhao earned a Bachelor of Medicine degree from Nanjing Medical College and an Executive Masters of Business Administration degree from China European International Business School (CEIBS) in Shanghai.

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis is intended to provide an explanation of our compensation program relating to fiscal 2015, with particular focus on our Chief Executive Officer (“CEO”) and the other listed executives as presented in the “2015 Summary Compensation Table” that follows this discussion (herein referred to as the “Named Executive Officers”). For 2015, our Named Executive Officers were:

Overview

The Compensation Committee of the Board administers our executive compensation and benefit programs. The Compensation Committee is comprised of exclusively independent directors and oversees all compensation and benefit programs and actions that affect our executive officers, except that our Board reviews the recommendations of the Compensation Committee and approves the compensation of the Chief Executive Officer.

Compensation Philosophy

We are committed to developing and commercializing innovative products to treat life-threatening diseases particularly for the growing Chinese pharmaceutical market. We are engaged in a competitive industry, and to accomplish this objective, we design our compensation programs to attract, motivate and retain qualified executives dedicated to working towards our short and long-term corporate goals. People are one of our key assets, and we seek to hire employees and executives who share our corporate vision and values and have the skills and motivation to execute on our corporate strategy. In our dynamic work environment, we foster the following corporate values:

Our compensation structure is particularly focused upon rewarding our executives for achieving our publicly stated corporate objectives, and for strong and dedicated performance to the interests of our stockholders.

Objectives of Our Compensation Program

The primary objective of our compensation programs for our executive officers is to attract and retain qualified executives and employees of outstanding ability and potential and to:

What Our Compensation Program is Designed to Reward

Our compensation program is designed to reward performance and exceptional effort measured over a short and long-term basis. We seek to align our executives’ performance with the interests of our stockholders. Base salaries, annual cash incentives and the vesting of our equity awards encourage executive retention and provide a balance between short and long-term compensation.

We generally set corporate objectives at the beginning of the fiscal year, against which the performance of our Chief Executive Officer is evaluated for determining adjustments in compensation for the subsequent fiscal year. Certain of these corporate objectives are also objectives of other executives with functional responsibility for a particular objective, or for activities in other functions that will support the achievement of an objective. The objectives for our other executives are set by our Chief Executive Officer. Our corporate objectives typically include revenue, income and other financial objectives, successful commercialization or business development activities and specific organization objectives, including compliance related objectives.

For 2015, our corporate goals included goals regarding the following:

Compensation Process, Role of Management, Independent Compensation Consultants, Peer Group Selection and Benchmarking

Compensation Process, Role of Management

The Compensation Committee is responsible for determining and approving all compensation for our executive officers, except our President and Chief Executive Officer, whose compensation is approved by our full Board. Pursuant to its charter, the Compensation Committee recommends to the full Board the salary, bonus, equity awards and other aspects of the compensation of our President and Chief Executive Officer, approves the salary, bonus targets and bonus payments for other executive officers, approves equity awards to other executive officers and approves all employment, severance and retention agreements applicable to other executive officers. Our Chief Executive Officer participates with the Compensation Committee in its deliberations with respect to the compensation payable to our other executive officers, and typically recommends specific compensation packages for our executive officers based upon his assessment and evaluation of their performance for the prior year. The Chief Executive Officer may not be present during deliberations regarding his own compensation.

Following the end of each fiscal year, our Chief Executive Officer evaluates executive officer performance for the prior fiscal year, other than his own performance, and discusses the results of such

evaluations with the Compensation Committee. The Chief Executive Officer also provides his assessment of our performance against our corporate objectives for the fiscal year for evaluation by the Compensation Committee. The Chief Executive Officer’s assessment is based upon subjective factors concerning such officer’s individual business goals and objectives, and the contributions made by the executive officer to our overall results. The Chief Executive Officer then makes specific recommendations to the Compensation Committee for adjustments of base salary, target bonus, and equity awards, if appropriate, as part of the compensation packages for each executive officer, other than himself, for the next fiscal year.

The Compensation Committee reviews the performance of the Chief Executive Officer and recommends all compensation for the Chief Executive Officer, subject to the review and approval by the full Board. The Chief Executive Officer was not present at the time the Compensation Committee reviewed his performance and discussed his compensation for fiscal 2015.

In addition, at our 2015 annual meeting of stockholders, we provided our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our Named Executive Officers, as disclosed in the proxy statement for our 2015 annual meeting. At the 2015 annual meeting, approximately 93% of the votes cast were voted in favor of the Company’s executive compensation program for the prior year. As the stockholder advisory vote was held after the Compensation Committee and the Board had determined the compensation to be paid to the Company’s named executive officers for 2015, the Compensation Committee and the Board did not take such results into account in determining executive compensation for 2015. However, in determining and deciding on executive compensation for fiscal year 2016 and in determining bonus compensation for fiscal 2015, our Compensation Committee took into account the results of the 2015 stockholder advisory vote to approve executive compensation, particularly the strong support expressed by the Company’s stockholders, as one of many factors considered in deciding that the Company’s compensation policies and procedures for 2016 should largely remain consistent with our policies and procedures in prior years.

Independent Compensation Consultants, Peer Group Selection and Benchmarking

In 2015, the Compensation Committee retained Setren to conduct an assessment of our executive officer compensation and advise the Committee regarding optimal allocation of the different elements of executive officer compensation among base salary, bonuses and equity and to recommend target amounts for each element of compensation. The Compensation Committee’s policy is to conduct an in-depth assessment of our executive compensation structure including comparative compensation at comparable companies, using detailed data and recommendations provided by Setren, each year.

The Compensation Committee’s 2015 policy was to target the amount of each element of compensation of the survey data it reviewed at approximately the 50^th percentile for executive officers in the United States and in China, and confirmed the applicability of these levels by reference to the results of the review of compensation information. While the 50^th percentile was the reference point for compensation decisions, the actual amount paid or awarded varied from that percentile due to various factors the Compensation Committee has taken into account, including individual capabilities and performance, length of current and prior experience in the particular position, initial compensation offered when an executive joins the Company, and the perceived applicability of any set of compensation data for a position to the actual role of the executive in the Company. For 2016, the Compensation Committee’s policy was modified such that compensation for executives in China was targeted at the 75% in order to strongly position itself to retain key executives in the region. The Compensation Committee’s policy for executive officers in the United States was retained at the 50^th percentile.

For fiscal 2015 salary, target bonuses and equity awards, the Compensation Committee obtained a written report from Setren regarding executive compensation. In providing advice to the Compensation Committee, Setren provided information based on the Radford Global Life Sciences Survey from Radford, part of Aon Hewitt, a business unit of Aon plc. (“Radford”), which includes the average, median and range amounts of base salary, annual cash incentives and long-term equity incentives from comparable pharmaceutical, biotechnology and medical device companies.

In addition, Setren supplemented the Radford data with its own survey of publicly available information filed by a group of the following peer companies (“Peer Data”) determined in consultation with the Chairman of the Compensation Committee and confirmed by the Compensation Committee:

Aegerion Pharmaceuticals, Inc.		Isis Pharmaceuticals, Inc.
Albany Molecular Research, Inc.		Ironwood Pharmaceuticals, Inc.
Alnylam Pharmaceuticals, Inc.		Momenta Pharmaceuticals, Inc.
Amphastar Pharmaceuticals, Inc.		Nektar Therapeutics
Anika Therapeutics, Inc.		OraSure Technologies, Inc.
AVEO Pharmaceuticals, Inc.		Sagent Pharmaceuticals, Inc.
Codexis, Inc.		Sequenom, Inc.
Depomed, Inc.		Spectrum Pharmaceuticals, Inc.
Emergent BioSolutions, Inc.		Sucampo Pharmaceuticals, Inc.
Enzo Life Sciences, Inc.		Supernus Pharmaceuticals, Inc.
Genomic Health, Inc.		Targacept, Inc.
Hyperion Therapeutics, Inc.		Vivus, Inc.

The compensation for our executives who are based in China is compared to other similar positions in China and is based on Aon/Hewitt Pharmaceutical Industry Survey (“AON”) survey data.

Setren compared the current base salary of each of our executive officers in the U.S. to the median and the 75^th percentile of the Radford data, and the annual cash incentives to the median of the Radford data. Setren compared the current base salary of each of our executive officers in China to the median and the 75^th percentile of the AON data, and the annual cash incentives to the median of the AON data. Setren compared the current long term equity incentives for executive officers in the U.S. to the median and 75^th percentile of the Peer Data. For executives in the U.S., Setren used both summary Radford data and Peer Data with respect to review of base salary and annual cash incentives. For executives in China, Setren used summary AON data with respect to review of base salary and annual cash incentives. Setren used Peer Data with respect to review of long term equity incentives for U.S. executives and for Charles Meng, our General Counsel and Vice President of Compliance.

Annual Compensation Review for Fiscal 2015

The Compensation Committee’s annual review of executive compensation generally occurs during the first quarter of the fiscal year. In 2016, after reviewing Setren’s written report, meeting with a representative of Setren, and considering recommendations of our Chief Executive Officer, the Compensation Committee reviewed the amount of each element of compensation for our executive officers and reached conclusions about each element of compensation for each executive other than our Chief Executive Officer. The Compensation Committee also made recommendations to the Board as to each element of compensation for our Chief Executive Officer, which recommendations were reviewed and approved by the independent members of the Board.

Elements of Our Compensation Program and How Each Element is Chosen

The key elements of our compensation program for executives and employees consist of base salary, annual cash incentives and long-term equity incentives. Our compensation package also includes a comprehensive benefits package of healthcare, disability and insurance coverage as well as a 401(k) plan. Our equity and retirement plans have vesting schedules to encourage employee retention and a long-term commitment towards advancing our corporate objectives. The elements of our compensation programs are varied to achieve the following balances:

Base Salary

Base salaries for executive officers and other officers are targeted at a competitive market level, which in 2015 was the 50^th percentile of the Radford and AON surveys and the Peer Data, on a position-by-position basis with individual variations explained by differences in experience, skills and sustained performance. The Compensation Committee reviews the executive officers’ salaries on an annual basis.

In consultation with the Compensation Committee, the Company determined to increase overall employee salaries for fiscal 2015 for merit, promotion and market adjustments by approximately 4% in the U.S., 5% in Hong Kong and 8.5% in China.

When setting each element of compensation for fiscal 2015, the Compensation Committee discussed the Company’s overall salary increases for the fiscal year, the Setren report described above, the summary survey data included in the report as it relates to each of our executive officers, and for the executive officers other than himself, the recommendations of our Chief Executive Officer.

For Dr. Blobel, the Compensation Committee approved an approximately 6% increase in his salary which continued to be less than the 50^th percentile of the peer companies included in the Peer Data.

Name		2014 Base Salary ($)				2015 Base Salary ($)				% Increase
Friedhelm Blobel, Ph.D.			566,500				600,000				6	%
Wilson W. Cheung			356,500				374,325				5	%
Robert King, Ph.D.			320,800				333,632				4	%
Charles Meng			388,910	(1)			396,651				2	%
Hong Zhao			423,810				457,379				8	%

As discussed in the footnotes to the 2015 Summary Compensation Table, Mr. Meng, and Mr. Zhao are paid in Chinese Yuan Renminbi (“RMB”). In RMB, Mr. Zhao’s base salary increased 10%, between fiscal 2014 and fiscal 2015. However, as a result of exchange rate fluctuations between the U.S. dollar and RMB, when reported in U.S. dollars, the percentage increase of Mr. Zhao’s base salary was 8%. In RMB, Mr. Meng’s base salary increased 4% between fiscal 2014 and fiscal 2015. However, as a result of exchange rate fluctuations between the U.S. dollar and RMB, when reported in U.S. dollars, the percentage increase of Mr. Meng’s base salary was 2%.

Annual Cash Incentives

We provide annual cash incentives in the form of cash bonuses intended to motivate employees to achieve our overall corporate goals and their individual employee objectives. For executive officers, these annual cash incentives are paid pursuant to our executive incentive plan. Incentive bonuses are based on a percentage of cash compensation and account for a significant percentage of each executive officer’s potential compensation, putting a significant percentage of total compensation at risk based on achievement of both corporate and individual objectives. Executive officers may earn up to 150% of their individual cash incentive target depending upon the Compensation Committee’s assessment of performance in relation to their predetermined objectives. Our other employees are also eligible to receive annual cash incentives, which typically account for a smaller percentage of total compensation.

At the beginning of each fiscal year, the Compensation Committee reviews each officer’s annual cash incentive targets, determined as a percentage of base salary and determines whether to adjust such targets. For newly hired executives, the Compensation Committee reviews and considers the terms of their proposed offers and approves the elements of their compensation at the time of their offer of employment. The percentages for the cash incentive plan for fiscal 2015 were 60% of base salary for Dr. Blobel, 40% of base salary for Mr. Cheung, 35% of base salary for Dr. King, 35% base salary for Mr. Meng, and 40% of base salary for Mr. Zhao. Commencing in the last quarter of each fiscal year, the Compensation Committee, in conjunction with the Board and CEO, develops our overall corporate objectives for the next fiscal year and weights the

value of each of those objectives, finalizing the corporate objectives in the first quarter of the next fiscal year. The corporate objectives serve as the individual objectives for Dr. Blobel. The other Named Executive Officer’s goals are proposed by Dr. Blobel and reviewed and approved by the Compensation Committee after the corporate objectives have been determined. Generally, each of the Named Executive Officer goals relate to the achievement of our corporate goals, but executives may have goals that vary from the corporate goals based upon their individual responsibilities. Financial objectives in both the corporate and individuals goals are determined in a manner consistent with the Company’s annual operating budget. In particular as to any financial goals as to which the Company provides guidance, the related corporate or individual objective is set within the range of our initial guidance first published for that fiscal year. Our corporate goals include goals for implementation and improvement of our compliance program.

As part of its effort to continuously improve our executive compensation process, in March 2013, the Compensation Committee adopted amendments to the executive incentive plan related to bonus payments. Pursuant to the terms of the amended plan, in order for any bonus to be paid under the executive incentive plan, the Compensation Committee must determine that total achievement against goals is at least 60%, (ii) the Compensation Committee may make discretionary bonus awards of up to 25% of the executive’s target bonus for unanticipated outstanding achievement and (iii) the total pay-out under the plan may not exceed 150% of the target amount. The actual cash incentive award earned is determined by the Compensation Committee’s judgment in its discretion of the relative attainment of our overall corporate performance objectives, the relative attainment of individual employee performance objectives, and the individual’s performance in relation to the objectives subject to targeted overall compensation. Some of these judgments are subjective. However, the Compensation Committee is increasingly using formulas for determining the amount of bonus to be awarded in the case of over or under achievement against goals, and particularly financial goals. In addition, while the Compensation Committee’s decisions are focused primarily upon the achievement against specific goals, it does consider its overall assessment of corporate performance and individual performance in the process of making final decisions as to bonus awards. Cash incentive awards are typically paid in the year following the year for which performance is evaluated.

Our corporate objectives for fiscal 2015, which were also Dr. Blobel’s objectives, were as follows, weighted as indicated:

Corporate Objectives		Weight
•   Achieve (i) revenues in excess of $160.0 million and (ii) target ZADAXIN sales		25%
•   Achieve non-GAAP operating profit of $38.5 million and earnings per share of $0.20 the second quarter after the government settlement, if applicable		25%
•   Achieve organizational targets		10%
•   Achieve business development goals		30%
•   Achieve product development goals		10%

Achievement of our corporate objectives for 2015 was also subject to a gating requirement that the Company meet internal compliance goals, including continued efforts to strengthen the Company’s compliance environment and continued cooperation with the government investigations conducted by the SEC and Department of Justice, which were fully resolved in February 2016. The Compensation Committee determined that the Company met the gating requirement.

Decisions regarding compensation of our other Named Executive Officer’s goals are based on the officer’s achievements with respect to their individual goals, and, with respect to our corporate goals, individual achievements in support of the corporate goals. In some cases, in evaluating the individual officers, achievement goals are adjusted to reflect changes in key assumptions or external factors impacting the business.

The following is a summary of the key individual goals for 2015 for each of our other Named Executive Officers:

Executive Officer		Summary of Key Individual Goals		Weight
Wilson W. Cheung		•   Achieve a year-end target for the combination of cash balance and investments above $70.8 million		15%
		•   Achieve non-GAAP operating profit of $38.5 million and earnings per share of $0.20 the second quarter after the government settlement, if applicable		25%
		•   Achieve financial and management reporting project targets		20%
		•   Manage finance and information technology projects		10%
		•   Maintain effective internal controls		10%
		•   Increase investor relations activities and relationships with analysts		20%
Robert King, Ph.D.		•   Achieve regulatory approval for facility changes and complete certain manufacturing process improvements		15%
		•   Achieve targeted ZADAXIN finished product inventory		20%
		•   Initiate clinical trial with ZADAXIN		15%
		•   Achieve ZADAXIN manufacturing goal		15%
		•   Initiate clinical trial in China		10%
		•   Achieve business development goals		25%
Charles Meng		•   Lead GSP Licence team		15%
		•   Establish and implement compliance strategy and review compliance policies		25%
		•   Develop and improve policies and analytics		15%
		•   Achieve organizational compliance targets		15%
		•   Provide legal support to sales and business development teams		20%
		•   Provide legal support to human resources		10%
Hong Zhao		•   Achieve (i) revenues in China of $155.6 million and (ii) target ZADAXIN sales		30%
		•   Achieve non-GAAP operating income in China of $56.5 million		20%
		•   Achieve operational targets in China		25%
		•   Achieve business and product development goals		25%

The target levels for these performance measures may be expressed on an absolute basis or relative to a standard specified by the Compensation Committee. The degree of attainment of financial performance measures will be calculated in accordance with the written goal but prior to the accrual or payment of any performance award for the same performance period and excluding the effect (whether positive or negative) of changes in accounting standards or any unusual or infrequently occurring event or transaction occurring after the establishment of the performance goals applicable to a performance award. A goal may be based upon generally accepted accounting principles (“GAAP”) or according to criteria established by the Compensation Committee, may exclude certain items. For purposes of calculating achievement of the non-GAAP net operating profit and non-GAAP earnings per share goals for fiscal 2015, the Compensation Committee determined that amounts relating to the stock-based compensation, government settlement, and milestone fees related to in-licensing were excluded.

The Compensation Committee made the following determinations with respect to achievement of corporate goals and individual goals for fiscal 2015. With respect to the performance of Mr. Cheung, Dr. King, Mr. Meng, and Mr. Zhao, the Compensation Committee relied primarily on Dr. Blobel’s assessment of their performance as to goals other than our revenue and net operating profit goals.

Financial Goals.  The Compensation Committee determined that we achieved our revenue goals worldwide, including our revenue goals in China, exceeded the minimum goal for ZADAXIN sales and exceeded our year end cash balance and investment goal. Based upon formulas for these financial goals Dr. Blobel and Mr. Zhao received 111.8% and 109.6% credit, respectively, for their revenue and ZADAXIN sales goals. Dr. Blobel, Mr. Cheung and Mr. Zhao each received 150% credit for their non-GAAP operating net profit and earnings per share goals. Mr. Cheung received 150% credit for his cash and investments goals.

Business Development Goals.  The Compensation Committee determined that Dr. Blobel, Dr. King, Mr. Meng and Mr. Zhao received 100%, 100%, 90%, and 20% credit, respectively, for achievement of their business development goals.

Product Development Goals.  The Compensation Committee determined that Dr. Blobel, Mr. Zhao, and Dr. King received 45.6%, 80% and 90 – 100%, respectively, for achievement of their product development goals.

Organizational Goals.  The Compensation Committee determined that we made progress in our human resources and corporate structuring goals. As a result, Dr. Blobel received 130% and Mr. Zhao received 90 – 120% credit for those portions of their individual goals.

Internal Controls, Compliance and Audit Goals.  The Compensation Committee determined that we had implemented and executed satisfactory internal control and audit programs that substantially met or exceeded our goals. As a result, Mr. Cheung received 120% credit for his internal control and audit goals. Mr. Meng received 100 – 130% credit for his compliance goals.

Manufacturing Goals.  The Compensation Committee determined that Dr. King received 100 – 125% credit for achievement of his manufacturing goals.

Other Goals.  The Compensation Committee reviewed each of the other goals and determined that Mr. Cheung had achieved 62.5 – 95% related to his other goals, Mr. Meng had achieved 40 – 120% related to his other goals, and Mr. Zhao had received 90 – 95% for his other goals. Dr. Blobel also received credit equal to 17% of his total target bonus based upon his overall exceptional performance.

The Compensation Committee reviewed its initial assessment of achievement against our Corporate Objectives with the Board before making a final determination as to Dr. Blobel’s bonus.

Based on the assessments of the achievement in 2015 of the corporate performance objectives and the individual objectives described above, the Compensation Committee approved a $468,000 bonus for Dr. Blobel (78% of his base salary compared to his target of 60%), a $194,649 bonus for Mr. Cheung (52% of his base salary, compared to his 40% target), a $138,958 bonus for Dr. King (42% of his base salary compared to his target of 35%), a $127,611 bonus for Mr. Meng (33% of his base salary compared to his target of 35%), and a $230,383 bonus for Mr. Zhao (52% of his base salary, compared to his 40% target).

Mr. Meng and Mr. Zhao’s bonuses earned as a percentage of base salary of 33% and 52%, respectively, were calculated based on RMB. However, as a result of exchange rate fluctuations between the U.S. dollar and RMB, when reported in U.S. dollars, the percentage of bonuses earned compared to base salary was 32% for Mr. Meng and was 50% for Mr. Zhao.

Long-Term Incentives for the CEO

In 2015, the Compensation Committee determined that the best way to continue to align Dr. Blobel’s long-term incentive with the interests of stockholders was to award Dr. Blobel a combination of restricted stock units and stock options. Based upon the recommendation of the Compensation Committee, the Board granted Dr. Blobel 20,000 restricted stock units effective as of March 16, 2015 that will vest in four equal annual installments on the anniversaries of the grant date or on such later date as the Company’s trading window opens if it is not open on any vesting date. Also, the Board granted to Dr. Blobel 150,000 restricted stock units on April 3, 2015 that will vest at the rate of 33.33% on January 4, 2016, 33.33% on January 3, 2017 and 33.34% on January 2, 2018, or on such later date thereafter as the Company’s trading window opens if it is not open on any vesting date. The Board also granted Dr. Blobel 140,000 options to purchase common stock of the Company on March 16, 2015, subject to time based vesting over four years.

Finally, the Board granted Dr. Blobel 150,000 performance-based restricted stock units effective as of April 3, 2015. Up to one half of the units will be earned and become vested on the first business day of 2018 based on the extent to which the Company’s 2017 global revenue meets or exceeds specified levels. Up to the remaining half of the units will be earned and become vested on the first business day of 2018 based on the extent to which the Company has achieved specified geographical expansion and product development goals between the award’s grant date and December 31, 2017. The number of units that may be earned will be subject to reduction if, during the applicable vesting period, the Company identifies a material weakness in its internal control over financial reporting or determines that the Company has not sufficiently addressed specified priorities regarding continued and strengthened compliance with respect to Foreign Corrupt Practices Act matters. The units will vest in full if a change in control of the Company occurs prior to the Compensation Committee’s determination of the number of units earned based on achievement of the performance goals, provided that Dr. Blobel’s service with the Company has not previously terminated. If Dr. Blobel’s service is terminated by the Company without cause before the units have otherwise vested, then the units will vest to the extent that the performance goals are actually attained.

The vesting of all restricted stock units, other than the foregoing performance-based restricted stock units, granted to Dr. Blobel will accelerate upon the same terms and conditions as the stock options as set forth in the Blobel Agreements described below under “Potential Payments upon Termination or Change-in-Control.”

Long-Term Equity Incentives

We provide long-term equity incentives to motivate employees to achieve individual and corporate objectives and align interests of employees with those of stockholders. Our long-term equity incentives for executive officers and employees currently consist of options and restricted stock unit awards granted under our equity plans. Stock options granted under equity plans to our Named Executive Officers generally vest over a four-year period, providing incentive to create value for our stockholders over the long-term since the full benefit of the option cannot be realized unless the employee remains with us and stock price appreciation occurs over a number of years. Restricted stock unit awards granted to our Named Executive Officers generally vest in four equal annual installments on the anniversaries of the grant date or on such later date as the Company’s trading window opens if it is not open on any vesting date.

The Compensation Committee has typically granted equity awards to executive employees upon commencement of employment and has granted additional equity awards following a significant change in job responsibility, scope or title or a particularly noteworthy corporate or individual achievement. For any newly-hired executive officer, any promotion to executive officer or any other grant to executive officers, the Compensation Committee makes its determinations after analyzing comparable compensation data from biotechnology companies, as described above under “Independent Compensation Consultants, Peer Group Selection and Benchmarking.” In addition, as part of our annual compensation review, key employees of the Company, including our executives, are generally awarded a stock option or other equity grant. During 2015, our executive officers were each granted equity awards based on the Committee’s evaluation of prior and anticipated individual contribution to the performance of the Company.

The Board’s policy is that the grant date of equity awards granted at a meeting of the Compensation Committee or the Board held between the end of any fiscal quarter and the public announcement of the financial results of such quarter be a pre-determined number of days after such public announcement of financial results. The Board’s grants of options in 2013, 2014 and 2015 complied with this policy.

Effective April 3, 2015, the Compensation Committee also granted to Messrs. Cheung and Zhao 75,000 restricted stock units that will vest at the rate of 33.33% on January 4, 2016, 33.33% on January 3, 2017 and 33.34% on January 2, 2018, or on such later date thereafter as the Company’s trading window opens if it is not open on any vesting date. In addition, effective April 3, 2015, the Compensation Committee granted awards consisting of 75,000 performance-based restricted stock units to each of Messrs. Cheung and Zhao. These awards will be earned and become vested on the same basis as the performance-based restricted stock unit award granted to Dr. Blobel and described in “Long-Term Incentives for the CEO.”

At present, we do not have any equity or security ownership requirements for our executive officers.

Change in Control and Termination Benefits

We have, from time to time, entered into offer letters or employment agreements that contain certain benefits payable upon termination in certain situations. All such benefits extended to our executive officers are approved by the Compensation Committee in order to be competitive in our hiring and retention of executive officers, in comparison with other biotechnology companies of similar size with which we compete for talent. All such agreements with the Named Executive Officers are described in “Potential Payments upon Termination or Change-in-Control” elsewhere in this “Executive Compensation and Other Matters” section of this Proxy Statement.

We have entered into Employee Retention Agreements with our executive officers with the goal of retaining such executive officers during the pendency of a proposed change in control transaction, and in order to align the interests of the executive officers with our stockholders in the event of a change in control. We believe that a proposed or actual change in control transaction can adversely impact the morale of officers and create uncertainty regarding their continued employment. Without the benefits under the Employee Retention Agreements, executive officers may be tempted to leave our employment prior to the closing of the change in control, especially if they do not wish to remain with the entity after the transaction closes, and any such departures could jeopardize the consummation of the transaction or our interests if the transaction does not close and we remain independent. The Compensation Committee believes that these benefits therefore serve to enhance stockholder value in the transaction, and align the executive officers’ interests with those of our stockholders in change in control transactions. A description of the terms and conditions of such Employee Retention Agreements is set forth in “Potential Payments upon Termination or Change-in-Control” elsewhere in this “Executive Compensation and Other Matters” section of this Proxy Statement.

Tax Considerations

In its deliberations regarding compensation for 2015, the Compensation Committee considered the impact of Section 162(m) of the Internal Revenue Code, which disallows a deduction for any publicly-held corporation for payment of individual compensation exceeding $1,000,000 in any taxable year to the Chief Executive Officer or any of three other most highly compensated executive officers (excluding the principal financial officer), unless such compensation meets the requirements for the performance-based exception to the general rule. Income resulting from options and performance-based restricted stock unit awards granted under the 2005 and 2015 Equity Incentive Plans should qualify for this exception. The Compensation Committee intends to continue to consider the impact of Section 162(m) on the deductibility of future executive compensation but reserves the right to provide for compensation to executive officers that may not be fully deductible.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in SciClone’s Annual Report on Form 10-K for the year ended December 31, 2015 and this Proxy Statement. The material in this report shall not be deemed to be “soliciting material” or “filed” with the SEC, will be deemed “furnished” in SciClone’s Annual Report on Form 10-K for the year ended December 31, 2015, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as a result of furnishing the disclosure in this manner.

Respectfully submitted by the Compensation Committee,
 
Gregg A. Lapointe, Richard J. Hawkins, and Simon Li

Summary Compensation Table

The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2015, 2014 and 2013 by our Named Executive Officers:

Summary Compensation Table

Name		Year				Salary ($)(1)				Bonus ($)(2)				Stock Awards ($)(3)				Option Awards ($)(4)				Non-Equity Incentive Plan Compensation ($)(5)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Friedhelm Blobel, Ph.D. President and Chief Executive Officer (Principal Executive Officer)			2015				600,000				61,200	(6)			1,690,288	(7)			586,670				406,800				—				16,191	(8)			3,361,149
			2014				566,500				—				31,640				459,080				441,870				—				15,691				1,514,781
			2013				550,000				—				317,100				495,680				244,596				—				15,691				1,623,067
Wilson W. Cheung Chief Financial Officer and Senior Vice President, Finance (Principal Financial Officer)			2015				374,325				—				862,804	(9)			352,002				194,649				—				9,810				1,793,590
			2014				356,500				—				—				160,678				202,380				—				6,810				726,368
			2013				160,417	(10)			—				298,500				313,890				62,210				—				270				835,287
Robert King, Ph.D. Senior Vice President, Product Development & Supply Chain			2015				333,632				—				70,640				234,668				138,958				—				13,242				791,140
Charles Meng(11) General Counsel and Vice President of Compliance			2015				396,651	(12)			—				26,490				88,001				127,611				—				4,112				642,865
			2014				348,283	(13)			99,943	(14)			—				183,632				124,123				—				3,451				759,432
Hong Zhao(11) Chief Executive Officer, China Operations			2015				457,379	(15)			—				862,804	(9)			352,002				230,383				—				847				1,903,415
			2014				423,810	(16)			119,590				—				229,540				219,230				—				840				993,010
			2013				298,985	(17)			73,221	(18)			231,000				—	(19)			95,675				—				480				699,361

Grants of Plan-Based Awards

The following table sets forth certain information with respect to stock and option awards and other plan-based awards, including non-equity incentive awards, granted during the fiscal year ended December 31, 2015 to our Named Executive Officers.

Name		Grant Date				Approval Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)								All Other Stock Awards; Number of Stock or Units (#)				All other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Options Awards ($)				Grant Date Fair Value of Stock and Option Awards ($)(3)
										Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Maximum (#)
Friedhelm Blobel, Ph.D.
Bonus Plan											216,000				360,000				540,000
Stock Award(4)			3/16/2015				2/25/2015																								20,000												176,600
Stock Award(5)			4/3/2015				2/25/2015																								150,000												1,345,500
Stock Award			4/3/2015				2/25/2015																18,750				150,000																1,345,500
Option Award(6)			3/16/2015				2/25/2015																												140,000				8.83				586,670
Wilson W. Cheung
Bonus Plan											89,838				149,730				224,595
Stock Award(4)			3/16/2015				2/25/2015																								12,000												105,960
Stock Award(5)			4/3/2015				2/25/2015																								75,000												672,750
Stock Award			4/3/2015				2/25/2015																9,375				75,000																672,750
Option Award(6)			3/16/2015				2/25/2015																												84,000				8.83				352,002
Robert King, Ph.D.
Bonus Plan											70,063				116,771				175,157
Stock Award(4)			3/16/2015				2/25/2015																								8,000												70,640
Option Award(6)			3/16/2015				2/25/2015																												56,000				8.83				234,668
Charles Meng
Bonus Plan											83,297				138,828				208,242
Stock Award(4)			3/16/2015				2/25/2015																								3,000												26,490
Option Award(6)			3/16/2015				2/25/2015																												21,000				8.83				88,001
Hong Zhao
Bonus Plan											109,771				182,952				274,427
Stock Award(4)			3/16/2015				2/25/2015																								12,000												105,960
Stock Award(5)			4/3/2015				2/25/2015																								75,000												672,750
Stock Award			4/3/2015				2/25/2015																9,375				75,000																672,750
Option Award(6)			3/16/2015				2/25/2015																												84,000				8.83				352,002

The equity awards granted to all of our Named Executive Officers will vest on an accelerated basis upon the executive’s termination of employment under certain prescribed circumstances. Additional information regarding the vesting acceleration provisions applicable to equity awards granted to our Named Executive Officers is included in this proxy statement under the heading “Potential Payments upon Termination or Change in Control.”

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to the value of all unexercised options and unvested stock awards previously awarded to our Named Executive Officers and outstanding as of December 31, 2015.

Outstanding Equity Awards at December 31, 2015

Name		Grant Date				Option Awards																				Stock Awards
						Number of Securities Underlying Unexercised Options (#)												Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)(2)				Market Value of Shares or Units of Stock that Have Not Vested ($)(3)				Equity Incentive Plan Awards
						Exercisable				Unexercisable(1)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options																				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock that Have Not Vested ($)(3)
Friedhelm Blobel, Ph.D.			6/2/2006				710,000				—				—				2.49				6/2/2016				—				—				—				—
			3/18/2008				250,000				—				—				1.81				3/18/2018				—				—				—				—
			3/6/2009				200,000				—				—				1.08				3/6/2019				—				—				—				—
			3/5/2010				300,000				—				—				3.55				3/5/2020				—				—				—				—
			5/12/2011				150,000				—				—				5.13				5/12/2021				—				—				—				—
			3/15/2012				187,500				12,500				—				6.22				3/15/2022				—				—				—				—
			4/4/2013				133,333				66,667				—				4.53				4/4/2023				—				—				—				—
			3/14/2014				87,500				112,500				—				4.52				3/14/2024				—				—				—				—
			3/16/2015				—				140,000				—				8.83				3/16/2025				—				—				—				—
			3/14/2014				—				—				—				—				—				3,500	(4)			32,200				—				—
			3/16/2015				—				—				—				—				—				20,000				184,000				—				—
			4/3/2015				—				—				—				—				—				150,000	(5)			1,380,000				—				—
			4/3/2015				—				—				—				—				—				—				—				18,750	(6)			172,500
Wilson W. Cheung			8/9/2013				80,208				19,792				—				5.97				8/9/2023				—				—				—				—
			3/14/2014				30,625				39,375				—				4.52				3/14/2024				—				—				—				—
			3/16/2015				—				84,000				—				8.83				3/16/2025				—				—				—				—
			8/9/2013				—				—				—				—				—				25,000	(7)			230,000				—				—
			3/16/2015				—				—				—				—				—				12,000				110,400				—				—
			4/3/2015				—				—				—				—				—				75,000	(5)			690,000				—				—
			4/3/2015				—				—				—				—				—				—				—				9,375	(6)			86,250
Robert King, Ph.D.			6/1/2011				60,000				—				—				5.76				6/1/2021				—				—				—				—
			4/4/2013				33,333				16,667				—				4.53				4/4/2023				—				—				—				—
			3/14/2014				35,000				45,000				—				4.52				3/14/2024				—				—				—				—
			3/16/2015				—				56,000				—				8.83				3/16/2025				—				—				—				—
			3/16/2015				—				—				—				—				—				8,000				73,600				—				—
Charles Meng			3/14/2014				10,000				43,333				—				4.52				3/14/2024				—				—				—				—
			3/16/2015				—				21,000				—				8.83				3/16/2025				—				—				—				—
			3/16/2015				—				—				—				—				—				3,000				27,600				—				—
Hong Zhao			4/1/2013				—				—				50,000	(8)			4.62				4/1/2023				—				—				—				—
			3/14/2014				33,750				56,250				—				4.52				3/14/2024				—				—				—				—
			3/16/2015				—				84,000				—				8.83				3/16/2025				—				—				—				—
			4/1/2013				—				—				—				—				—				25,000	(9)			230,000				—				—
			3/16/2015				—				—				—				—				—				12,000				110,400				—				—
			4/3/2015				—				—				—				—				—				75,000	(5)			690,000				—				—
			4/3/2015				—				—				—				—				—				—				—				9,375	(6)			86,250

Option Exercises and Stock Vested During Last Fiscal Year

The following is a summary of options exercised and restricted stock units vested during the fiscal year ended December 31, 2015 for each Named Executive Officer.

Option Exercises and Stock Vested

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Friedhelm Blobel, Ph.D.(1)			190,000				1,316,378				80,517				735,120
Wilson W. Cheung(2)			—				—				12,500				100,625
Robert King, Ph.D.			—				—				—				—
Charles Meng			26,667				133,291				—				—
Hong Zhao			10,000				47,138				12,500				114,125

No other options were exercised by our Named Executive Officers and no other shares of restricted stock units that were granted to our Named Executive Officers vested during 2015 other than those noted in the table above.

Pension Benefits and Nonqualified Deferred Compensation Plans

We do not have any plans with any of the Named Executive Officers that provide for payments or other benefits at, following, or in connection with retirement. We do not have any defined contribution or other plan with any of the Named Executive Officers that provides for the deferral of compensation on a basis that is not tax qualified.

Potential Payments upon Termination or Change-in-Control

In June and July 2015, we entered into employee retention agreements with our Named Executive Officers that provide specified payments and benefits in the event of a termination of employment under specified circumstances or a change in control of SciClone. These employee retention agreements supersede prior employment or other agreements with the Named Executive Officers that provide payments and benefits under these circumstances, other than any equity award plan or agreement providing more favorable treatment upon a change in control.

Pursuant to the terms of Dr. Blobel’s employee retention agreement with us, in the event Dr. Blobel is terminated without Cause (as described in “Certain Definitions Used in Employee Retention Agreements” below), he will become entitled to the following severance payments and benefits provided that he releases all claims he may have against us and resigns from all positions with us and from the Board: (i) continued payment of his base salary for 12 months, (ii) a lump sum payment equal to a pro rata portion through his termination date of the average of his annual performance bonuses earned for the two most recent fiscal years for which bonuses have been earned prior to his termination date, (iii) continued group health insurance coverage (or reimbursement of premiums he pays for COBRA continuation coverage) until the earlier of 12 months after his termination date or his commencement of new employment, and (iv) treatment of his equity awards in accordance with the applicable plan or award agreement.

If, within one year following a Change in Control (as described in “Certain Definitions Used in Employee Retention Agreements” below), Dr. Blobel is terminated without Cause or resigns from his employment following Constructive Termination (as described in “Certain Definitions Used in Employee Retention Agreements” below), he will become entitled to the following severance payments and benefits provided that he releases all claims he may have against us and resigns from all positions with us and from the Board: (i) a lump sum payment equal to 150% of his annual base salary, (ii) a lump sum payment equal to 100% of the average of his annual performance bonuses earned for the two most recent fiscal years for which bonuses have been earned prior to his termination date, (iii) vesting in full of all of his options and other equity awards (but excluding any such awards that are subject to performance-based vesting unless the terms of the applicable equity award agreement provides treatment that is more favorable) and all of his options will remain exercisable until the earlier of 12 months following his termination date or expiration of the option’s term, and (iv) continued group health insurance coverage (or reimbursement of premiums he pays for COBRA continuation coverage) until the earlier of 12 months after his termination date or his commencement of new employment.

Our employee retention agreement with Dr. Blobel provides that if his employment terminates under any of the foregoing circumstances he will be retained as an independent contractor to provide consulting services at our request for up to five hours per week for three months for a fee of $400 per hour, up to a maximum of $2,500 per day, plus reasonable out-of-pocket expenses, for actual services rendered.

If Dr. Blobel voluntarily resigns other than following Constructive Termination or is terminated for Cause, whether before or following a Change in Control, he will not be entitled to any severance payments or accelerated vesting of his equity awards.

In June and July 2015, we also entered into employee retention agreements with our other Named Executive Officers, Messrs. Cheung, King, Meng, and Zhao. These agreements provide that if the officer’s employment is terminated without Cause, the officer will become entitled to the following severance payments and benefits provided that he releases all claims he may have against us and resigns from all positions with us: (i) continued payment of the officer’s base salary for 12 months, (ii) a lump sum payment equal to 50% of the average (50% of the total in the case of Dr. King) of the officer’s annual performance bonuses earned for the two most recent fiscal years for which bonuses have been earned prior to his termination date (or, in the case of Mr. Zhao, 50% of target bonus if no such annual bonuses have been paid), (iii) continued group health insurance coverage (or, in the cases of Messrs. Cheung and King, reimbursement of premiums the officer pays for COBRA continuation coverage) until the earlier of 12 months after his termination date or his commencement of new employment, and (iv) treatment of the officer’s equity awards in accordance with the applicable plan or award agreement.

In addition, the employee retention agreements with Messrs. Cheung, King, Meng, and Zhao, provide that if, within one year following a Change in Control, the officer is terminated without Cause or resigns from his employment following Constructive Termination, he will become entitled to the following severance payments and benefits provided that he releases all claims he may have against us and resigns from all positions with us: (i) a lump sum payment equal to 100% (200% in the case of Mr. Zhao) of his annual base salary, (ii) a lump sum payment equal to 50% of the average (50% of the total in the case of Dr. King) of his annual performance bonuses earned for the two most recent fiscal years for which bonuses have been earned prior to his termination date (or, in the case of Mr. Zhao, 50% of target bonus if no such annual bonuses have been paid), (iii) vesting in full of all of his options and other equity awards (but excluding any such awards that are subject to performance-based vesting unless the terms of the applicable equity award agreement provides treatment that is more favorable) and all of his options will remain exercisable until the earlier of 12 months following his termination date or expiration of the option’s term, and (iv) continued group health insurance coverage (or, in the cases of Messrs. Cheung and King, reimbursement of premiums the officer pays for COBRA continuation coverage) until the earlier of 12 months after his termination date or his commencement of new employment.

Our employee retention agreements with Messrs. Cheung, King, Meng, and Zhao provide that if the officer’s employment terminates under any of the foregoing circumstances he will be retained as an independent contractor to provide consulting services at our request for up to eight hours per week for six months (12 months in the case of Dr. King) for a fee of $1,000 per eight hour day, plus reasonable out-of-pocket expenses, for actual services rendered.

The employee retention agreements with all of our Named Executive Officers provide that if, in connection with a Change in Control, the successor company or its parent fails to assume or continue any then-outstanding equity award held by the officer or substitute a substantially equivalent equity award, then the vesting of the outstanding equity award will be accelerated in full, subject to consummation of the Change in Control. However, the employee retention agreements provide that they will not supersede any treatment more favorable to the officer that is provided under any other applicable plan or equity award agreement.

Certain Definitions Used in Employee Retention Agreements

For the Employee Retention Agreements for Dr. Blobel, Mr. Cheung, Dr. King, Mr. Meng, and Mr. Zhao:

(1) “Change in Control” means any of the following:

(2) “Cause” means any of the following by the officer:

(3) “Constructive Termination” means any of the following:

The following table describes our estimated potential payments and the estimated value of any accelerated vesting of stock options or restricted stock units to our Named Executive Officers upon a change in control of SciClone and/or termination of employment, assuming such change in control or termination of employment occurred on December 31, 2015. The amounts contained in the table are based on each Named Executive Officer’s period of employment and compensation as of December 31, 2015 and, where applicable, the closing price of our common stock on December 31, 2015. The table presents estimates of incremental amounts that would become payable had a triggering event occurred on December 31, 2015 and does not include amounts that were earned and payable as of that date regardless of the occurrence of a triggering event. The actual amounts to be paid and the value of any accelerated vesting of stock options or restricted stock units can be determined only at the time of a triggering event, and are dependent upon the facts and circumstances then applicable.

Potential Payments upon Termination or Change in Control

Name		Involuntary Termination Other Than For Cause(1)				Termination Following Change in Control(2)				Non-Assumption of Equity Awards Upon Change in Control(3)
Friedhelm Blobel, Ph.D.
Salary and bonus(4)		$	1,054,935			$	1,354,935			$	—
Option and stock award vesting acceleration(5)			1,380,000				3,903,085				3,903,085
Post-termination consulting fees(6)			26,000				26,000				—
Health and welfare benefits(7)			13,519				13,519				—
Total		$	2,474,454			$	5,297,539			$	3,903,085
Wilson W. Cheung
Salary and bonus(4)		$	473,582			$	473,582			$	—
Option and stock award vesting acceleration(5)			690,000				1,999,683				1,999,683
Post-termination consulting fees(6)			26,000				26,000				—
Health and welfare benefits(7)			17,222				17,222				—
Total		$	1,206,804			$	2,516,487			$	1,999,683
Robert King, Ph.D.
Salary and bonus(4)		$	469,918			$	469,918			$	—
Option and stock award vesting acceleration(5)			—				382,755				382,755
Post-termination consulting fees(6)			52,000				52,000				—
Health and welfare benefits(7)			29,778				29,778				—
Total		$	551,696			$	934,451			$	382,755
Charles Meng
Salary and bonus(4)		$	459,585			$	459,585			$	—
Option and stock award vesting acceleration(5)			—				238,168				238,168
Post-termination consulting fees(6)			26,000				26,000				—
Health and welfare benefits(7)			20,886				20,886				—
Total		$	506,471			$	744,639			$	238,168
Hong Zhao
Salary and bonus(4)		$	569,782			$	1,027,161			$	—
Option and stock award vesting acceleration(5)			690,000				2,014,730				2,243,730
Post-termination consulting fees(6)			26,000				26,000				—
Health and welfare benefits(7)			24,948				24,948				—
Total		$	1,310,730			$	3,092,839			$	2,243,730

The amounts listed in the column headed “Termination Following Change in Control” represent severance benefits under the Named Executive Officer’s employee retention agreement determined on the basis of salary and bonus, but do not include the payment of accrued salary and vacation that would be due upon termination of employment, and are not adjusted for any applicable tax withholding. The salary portion of the severance benefit is equal to 100% (150% and 200% in the cases of Dr. Blobel and Mr. Zhao, respectively) of the Named Executive Officer’s annual base salary in effect on December 31, 2015. The bonus portion of the severance benefit is equal to 50% (100% in the case of Dr. Blobel) of the average of the Named Executive Officer’s annual performance bonuses earned for the two most recent fiscal years (total of such bonuses for the two most recent fiscal years in the case of Dr. King) for which bonuses have been earned prior to the termination date.

The amounts listed in the column headed “Termination Following Change in Control” represent the value, based on the closing market price of $9.20 of our common shares on December 31, 2015, of the accelerated vesting of all outstanding options and restricted stock unit awards held by the Named Executive Officer as of December 31, 2015 in accordance with the terms of the Named Executive Officer’s employee retention agreement or the award agreement, as applicable. The amount listed for Mr. Zhao excludes one outstanding performance-vesting option for 50,000 shares whose vesting would not accelerate pursuant to its terms. The values of the accelerated vesting of options have been reduced in each instance by the option’s exercise price.

The amounts listed in the column headed “Non-Assumption of Equity Awards Upon Change in Control” represent the value, based on the closing market price of $9.20 of our common shares on December 31, 2015, of the accelerated vesting of all outstanding options and restricted stock unit awards held by the Named Executive Officer as of December 31, 2015 in accordance with the terms of the Named Executive Officer’s employee retention agreement. The values of the accelerated vesting of options have been reduced in each instance by the option’s exercise price.

Transactions with Related Persons

Since January 1, 2015, there has not been, nor is there currently proposed, any transaction to which SciClone was or is to be a participant in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or holder of more than 5% of our capital stock, or and any members of such person’s immediate family had or will have a direct or indirect material interest.

Procedures for Approval of Related Person Transactions and Related Policies

Under the charter of the Audit Committee of our Board, the Audit Committee has the responsibility and duty to review and approve all transactions between the Company and related parties, other than those previously reviewed and approved by (i) an independent committee of the Board or (ii) an independent majority of the Board, after reviewing each such transaction for potential conflicts of interest and other improprieties.

Pursuant to our Corporate Code of Business Conduct and Ethics, our executive officers and directors, including their immediate family members, are required to report any actual or potential conflict of interests to a supervisor, who in turn is required to refer all such reports to the Chief Executive Officer, the Chief Financial Officer or the Chair of the Audit Committee. Our Employee Handbook provides a non-exhaustive list of examples of actual or potential conflicts with respect to the persons subject to the Code of Conduct, including without limitation:

Receipt of improper personal benefits as a result of the person’s (or family member’s) position in SciClone;

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who beneficially own more than 10% of our Common Stock to file initial reports of ownership and reports of changes in ownership with the SEC. These persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of the forms furnished to it and written representations from certain reporting persons, we believe that all filing requirements applicable to its executive officers, directors and persons who beneficially own more than 10% of our common stock were complied with during 2015.

EQUITY COMPENSATION PLAN INFORMATION

As of December 31, 2015, we maintained four compensation plans that provide for the issuance of common stock to officers and other employees, directors and consultants. These consist of the SciClone Pharmaceuticals, Inc. 1996 Employee Stock Purchase Plan, the 2004 Outside Directors Stock Option Plan, the 2005 Equity Incentive Plan, and the 2015 Equity Incentive Plan. All of these plans have been approved by our stockholders. We do not currently maintain any compensation plans that have not been approved by the stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of December 31, 2015.

Plan Category		Number of shares to be issued upon exercise of outstanding options, vest of restricted stock units, warrants and rights (a)				Weighted- average exercise price of outstanding options, restricted stock units, warrants and rights ($) (b)				Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (c)
Equity compensation plans approved by stockholders:
SciClone Pharmaceuticals, Inc. 1996 Employee Stock Purchase Plan(1)			—				—				432,795	(1)
2004 Outside Directors Stock Option Plan			717,500				3.92				—
2005 Equity Incentive Plan			5,837,547				5.16				—
2015 Equity Incentive Plan			213,000				8.88				6,527,228
Total			6,768,047				5.14				6,960,023