BYLAWS



                                       OF



                         SCICLONE PHARMACEUTICALS, INC.



                                    ARTICLE I



                                  STOCKHOLDERS



           SECTION 1.1 Place of Meetings. All meetings of stockholders shall be

held at such place within or without the State of Delaware as may be designated

from time to time by the Board of Directors or the President and Chief Executive

Officer or, if not so designated, at the registered office of the corporation.



           SECTION 1.2 Annual Meeting. The annual meeting of stockholders for

the election of directors and for the transaction of such other business as may

properly be brought before the meeting shall be held on a date to be fixed by

the Board of Directors at the time and place to be fixed by the Board of

Directors and stated in the notice of the meeting.



           SECTION 1.3 Special Meetings. Special meetings of stockholders may be

called at any time by the Board of Directors, the Chairman of the Board or the

President or the holders of record of not less than 25% of all shares entitled

to cast votes at the meeting, for any purpose or purposes prescribed in the

notice of the meeting and shall be held at such place, on such date and at such

time as the Board may fix. Business transacted at any special meeting of

stockholders shall be confined to the purpose or purposes stated in the notice

of meeting, subject to the last two sentences of the first paragraph of Section

1.10.



           Upon request in writing sent by registered mail to the President or

Chief Executive Officer by any stockholder or stockholders entitled to request a

special meeting of stockholders pursuant to this Section 1.3, and containing the

information required pursuant to Sections 1.10 and 2.15, as applicable, the

Board of Directors shall determine a place and time for such meeting, which time

shall be not less than 120 nor more than 130 days after the receipt of such

request, and a record date for the determination of stockholders entitled to

vote at such meeting shall be fixed by the Board of Directors, in advance, which

shall not be more that 60 days nor less than 10 days before the date of such

meeting. Following such receipt of a request and determination by the Secretary

of the validity thereof, it shall be the duty of the Secretary to present the

request to the Board of Directors, and upon Board action as provided in this

Section 1.3, to cause notice to be given to the stockholders entitled to vote at

such meeting, in the manner set forth in Section 1.4, hereof, that a meeting

will be held at the place and time so determined, for the purposes set forth in

the stockholder's request, as well as any purpose or purposes determined by the

Board of Directors in accordance with this Section 1.3.



           SECTION 1.4 Notice of Meetings. Written notice of each meeting of

stockholders, whether annual or special, shall be given not less than 10 nor

more than 60 days before the date on which the meeting is to be held, to each

stockholder entitled to vote at such meeting, except as otherwise provided

herein or as required by law (meaning here and hereafter, as required from time

to time by the Delaware General Corporation Law or the Certificate of

Incorporation). The notices of all meetings shall state the place, date and hour





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of the meeting. The notice of a special meeting shall state, in addition, the

purpose or purposes for which the meeting is called. If mailed, notice is given

when deposited in the United States mail, postage prepaid, directed to the

stockholder at his address as it appears on the records of the corporation.



           SECTION 1.5 Voting List. The officer who has charge of the stock

ledger of the corporation shall prepare, at least 10 days before each meeting of

stockholders, a complete list of the stockholders entitled to vote at the

meeting, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the name of each stockholder.

Such list shall be open to the examination of any stockholder, for any purpose

germane to the meeting, during ordinary business hours, for a period of at least

10 days prior to the meeting, at a place within the city where the meeting is to

be held, which place shall be specified in the notice of the meeting, or if not

so specified, at the place where the meeting is to be held. The list shall also

be produced and kept at the time and place of the meeting during the whole time

of the meeting, and may be inspected by any stockholder who is present. This

list shall determine the identity of the stockholders entitled to vote at the

meeting and the number of shares held by each of them.



           SECTION 1.6 Quorum. Except as otherwise provided by law or these

Bylaws, the holders of a majority of the shares of the capital stock of the

corporation entitled to vote at the meeting, present in person or represented by

proxy, shall constitute a quorum for the transaction of business. If a quorum

shall fail to attend any meeting, the chairman of the meeting or the holders of

a majority of the shares of stock entitled to vote who are present, in person or

by proxy, may adjourn the meeting to another place, date or time.



           If a notice of any adjourned special meeting of stockholders is sent

to all stockholders entitled to vote thereat, stating that it will be held with

those present constituting a quorum, then except as otherwise required by law,

those present at such adjourned meeting shall constitute a quorum, and all

matters shall be determined by a majority of the votes cast at such meeting.



           SECTION 1.7 Adjournments. Any meeting of stockholders may be

adjourned to any other time and to any other place at which a meeting of

stockholders may be held under these Bylaws by the Chairman of the meeting, in

the absence of such person by any officer entitled to preside at or to act as

Secretary of such meeting, or by the holders of a majority of the shares of

stock present or represented at the meeting and entitled to vote, although less

than a quorum. When a meeting is adjourned to another place, date or time,

written notice need not be given of the adjourned meeting if the place, date and

time thereof are announced at the meeting at which the adjournment is taken;

provided, however, that if the date of any adjourned meeting is more than 30

days after the date for which the meeting was originally noticed, or if a new

record date is fixed for the adjourned meeting, written notice of the place,

date, and time of the adjourned meeting shall be given in conformity herewith.

At the adjourned meeting, the corporation may transact any business which might

have been transacted at the original meeting.



           SECTION 1.8 Voting and Proxies. Each stockholder shall have one vote

for each share of stock entitled to vote held of record by such stockholder and

a proportionate vote for each fractional share so held, unless otherwise

provided by law as in the Certificate of Incorporation. Each stockholder of

record entitled to vote at a meeting of stockholders may vote in person or may





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authorize any other person or persons to vote or act for him by written proxy

executed by the stockholder or his authorized agent or by a transmission

permitted by law and delivered to the Secretary of the corporation. No

stockholder may authorize more than one proxy for his shares. Any copy,

facsimile telecommunication or other reliable reproduction of the writing or

transmission created pursuant to this Section may be substituted or used in lieu

of the original writing or transmission for any and all purposes for which the

original writing or transmission could be used, provided that such copy,

facsimile transmission or other reproduction shall be a complete reproduction of

the entire original writing or transmission.



           SECTION 1.9 Action at Meeting. When a quorum is present at any

meeting, any election shall be determined by a plurality of the votes cast by

the stockholders entitled to vote at the election, and all other matters shall

be determined by a majority of the votes cast affirmatively or negatively on the

matter (or if there are two or more classes of stock entitled to vote as

separate classes, then in the case of each such class, a majority of each such

class present or represented and voting affirmatively or negatively on the

matter) shall decide such matter, except when a different vote is required by

express provision of law, the Certificate of Incorporation or these Bylaws.



           All voting, including on the election of directors, but excepting

where otherwise required by law, may be by a voice vote; provided, however, that

upon demand therefor by a stockholder entitled to vote or his or her proxy, a

stock vote shall be taken. Every stock vote shall be taken by ballots, each of

which shall state the name of the stockholder or proxy voting and such other

information as may be required under the procedure established for the meeting.

Every vote taken by ballots shall be counted by an inspector or inspectors

appointed by the chairman of the meeting. The corporation may, and to the extent

required by law, shall, in advance of any meeting of stockholders, appoint one

or more inspectors to act at the meeting and make a written report thereof. The

corporation may designate one or more persons as an alternate inspector to

replace any inspector who fails to act. If no inspector or alternate is able to

act at a meeting of stockholders, the person presiding at the meeting may, and

to the extent required by law, shall, appoint one or more inspectors to act at

the meeting. Each inspector, before entering upon the discharge of his duties,

shall take and sign an oath to faithfully execute the duties of inspector with

strict impartiality and according to the best of his or her ability.



           SECTION 1.10 Notice of Stockholder Business. At an annual or special

meeting of the stockholders, only such business shall be conducted as shall have

been properly brought before the meeting. To be properly brought before an

annual meeting, business must be (i) specified in the notice of meeting (or any

supplement thereto) given by or at the direction of the Board of Directors, (ii)

properly brought before the meeting by or at the direction of the Board of

Directors, or (iii) properly brought before an annual meeting by a stockholder.

For business to be properly brought before an annual meeting by a stockholder,

it must be a proper matter for stockholder action under the Delaware General

Corporation Law, and the stockholder must have given timely notice thereof in

writing to the Secretary of the corporation. To be timely, a stockholder

proposal to be presented at an annual meeting shall be received at the

corporation's principal executive offices not less than 120 calendar days in

advance of the first anniversary of the date that the corporation's (or the

corporation's predecessor's) proxy statement was released to stockholders in

connection with the previous year's annual meeting of stockholders, except that

if no annual meeting was held in the previous year or the date of the annual





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meeting more than 30 calendar days earlier than the date contemplated at the

time of the previous year's proxy statement, notice by the stockholders to be

timely must be received not later than the close of business on the 10th day

following the day on which the date of the annual meeting is publicly announced.

"Public announcement" for purposes hereof shall have the meaning set forth in

Article II, Section 2.15(c) of these Bylaws. In no event shall the public

announcement at an adjournment or postponement of an annual meeting commence a

new time period (or extend any time period) for the giving of a stockholder's

notice as described above. For business to be properly brought before a special

meeting by a stockholder, it must be a proper matter for stockholder action

under the Delaware General Corporation Law, and the stockholder must have given

to the Secretary of the corporation timely written notice of such business,

signed by or on behalf of the holder or holders of record of such number of

shares as would entitle such holder or holders to call a special meeting

pursuant to Section 1.3. To be timely, such notice must be received no later

than the close of business on the 10th day following the day on which the date

of the special meeting is publicly announced or must be given by a valid request

under Section 1.3.



           A stockholder's notice to the Secretary of the corporation shall set

forth as to each matter the stockholder proposes to bring before the annual or

special meeting (i) a brief description of the business desired to be brought

before the annual meeting, (ii) the name and address of the stockholder

proposing such business and of the beneficial owner, if any, on whose behalf the

business is being brought, (iii) the class and number of shares of the

corporation which are beneficially owned by the stockholder and such other

beneficial owner, and (iv) any material interest of the stockholder as such

other beneficial owner in such business.



           SECTION 1.11 Conduct of Business. At every meeting of the

stockholders, the Chairman of the Board, or, in his or her absence, the

President, as, in his or her absence, the person appointed by the Board of

Directors, shall act as Chairman. The Secretary of the corporation or a person

designated by the Chairman of the meeting shall act as Secretary of the meeting.

Unless otherwise approved by the Chairman of the meeting, attendance at the

stockholders' meeting is restricted to stockholders of record, persons

authorized in accordance with Section 1.8 of these Bylaws to act by proxy, and

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