FIRST AMENDMENT TO RIGHTS AGREEMENT



           This First Amendment to Rights Agreement, dated as of July 17, 2003

(this "Amendment"), is entered into by and between SciClone Pharmaceuticals,

Inc., a California corporation (the "Company"), and Mellon Investor Services LLC

("Mellon") with reference to the following facts:



                                    RECITALS



     A. The Company and Mellon entered into a Rights Agreement on July 25, 1997

(the "Rights Agreement").



           B. Section 27 of the Rights Agreement provides that, for so long as

the Rights (as defined in the Rights Agreement) are then redeemable, the Company

may, in its sole and absolute discretion, supplement or amend any provision of

the Rights Agreement without the approval of any holders of the Rights.



           C. The Company's Board of Directors has approved the amendment of the

Rights Agreement to terminate the exercisability of the Rights hereunder and to

terminate the Rights Agreement and any rights of holders of the Rights

hereunder, effective upon the consummation of the reincorporation of the Company

from California to Delaware (the "Reincorporation").



                                    AGREEMENT



           NOW, THEREFORE, in consideration of the foregoing, and the

representations, warranties, and conditions set forth below, the parties hereto,

intending to be legally bound, hereby agree as follows:



           1. Section 7(a) of the Rights Agreement shall be amended and restated

in its entirety to read as follows:



           "7. Exercise of Rights; Purchase Price; Expiration Date of Rights.



           (a) Subject to Section 11(a)(ii) hereof, the Rights shall become

exercisable, and may be exercised to purchase Preferred Stock, except as

otherwise provided herein, in whole or in part at any time after the

Distribution Date upon surrender of the Right Certificate, with the form of

election to purchase on the reverse side thereof duly executed (with such

signature duly guaranteed), to the Rights Agent at 235 Montgomery Street, 23rd

Floor, San Francisco, CA 94104, Attn: Relationship Manager, together with

payment of the Purchase Price with respect to each Right exercised, subject to

adjustment as hereinafter provided, before the earlier of: (i) the completion of

both (x) the filing of a duly executed certificate of merger with the Secretary

of State of the State of Delaware merging SciClone Pharmaceuticals, Inc., a

California corporation ("SciClone California") with and into SciClone

Pharmaceuticals, Inc., a Delaware corporation ("SciClone Delaware") in

accordance with the applicable provisions of the Delaware General Corporation

Law (the "Delaware Certificate of Merger"); and (y) the filing of the Delaware

Certificate of Merger with the Secretary of State of the State of California in

accordance with the provisions of the California Corporations Code effecting the

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