SCICLONE PHARMACEUTICALS, INC.

                          CHANGE IN CONTROL AGREEMENT



      This Change in Control Agreement (the "Agreement") is effective as of

April 22, 2003, by and between Hans P. Schmid (the "Employee") and SciClone

Pharmaceuticals, Inc., a California corporation (the "Company").



                                    RECITALS



      A.    The Employee presently serves as Vice President, Finance,

Administration & Business Development for the SPIL subsidiary of the Company and

performs significant strategic and management responsibilities necessary to the

continued conduct of the Company's business and operations.



      B.    The Board of Directors of the Company (the "Board") has determined

that it is in the best interests of the Company and its shareholders to assure

that the Company will have the continued dedication and objectivity of the

Employee, notwithstanding the possibility or occurrence of a Change in Control

(as defined below) of the Company.



      C.    The Board believes that it is imperative to provide the Employee

with certain severance benefits upon the Employee's termination of employment

following a Change in Control that will provide the Employee with enhanced

financial security and provide sufficient incentive and encouragement to the

Employee to remain with the Company following a Change in Control.



                                   AGREEMENT



      The Employee and the Company agree as set forth below:



      1.    Terms of Employment. The Company and the Employee agree that the

Employee's employment is "at will" and that their employment relationship may be

terminated by either party at any time, with or without cause, and, if

applicable, in accordance with Section 2 below. If the Employee's employment

with the Company terminates for any reason following a Change in Control, but on

or before the first anniversary of the Change in Control, the Employee shall not

be entitled to any payments, benefits, damages, awards or compensation other

than as provided by this Agreement. During his or her employment with the

Company, the Employee agrees to devote his or her full business time, energy and

skill to his or her duties with the Company. These duties shall include, but not

be limited to, any duties consistent with the Employee's position that may be

assigned to the Employee from time to time by the Company or the Board.



      2.    Severance Benefits Upon Termination following a Change in Control.

Subject to the limitations set forth in Sections 3 and 4 below, if the

Employee's employment with the Company terminates following a Change in Control

but on or before the first anniversary of such Change in Control, then the

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