SCICLONE PHARMACEUTICALS, INC.

                          CHANGE IN CONTROL AGREEMENT



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

November 19, 1999, by and between Donald R. Sellers (the "Employee") and

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



                                    RECITALS



        A. The Employee presently serves as Chief Executive Officer and

President 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. 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

Employee shall be entitled to receive, in addition to the compensation and

benefits earned by the Employee through the date of his or her termination,

severance benefits as follows:





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               (a) Involuntary Termination. If the Employee's employment with

the Company is terminated as a result of Involuntary Termination, then the

Employee shall be entitled to receive the following severance benefits:



                      (i) The Employee shall be entitled to receive severance

pay in an amount equal to one hundred percent (100%) of his annual base salary

as in effect at the time of such termination. Any severance to which the

Employee is entitled pursuant to this section shall be paid in a lump sum, less

applicable withholding, within thirty (30) days following the Employee's

termination.



                      (ii) With respect to any unvested options to purchase

shares of the stock of the Company held by the Employee, the Employee shall

immediately become vested in full in such options at the time of such

termination.



                      (iii) The Company shall, if permitted under the Company's

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