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EXHIBIT 99.2
EXHIBIT A TO WARRANT
SCICLONE PHARMACEUTICALS, INC.
WARRANT EXERCISE AGREEMENT
SCICLONE PHARMACEUTICALS, INC.
▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇.▇.
The Warrant Holder hereby elects to purchase the number of shares (the
"Shares") of the Common Stock of SciClone Pharmaceuticals, Inc. (the "Company")
as set forth below, pursuant to that certain Warrant dated as of the date set
forth below (the "Warrant"), the terms and conditions of which are hereby
incorporated by reference (please print):
Warrant Holder:
Social Security or
Tax I.D. No.:
Address:
Warrant Date:
Date of Exercise
Exercise Price Per Share:
Number of Shares Purchased:
Total Exercise Price:
Exact Name of Title to Shares:
The Warrant Holder hereby delivers to the Company the Total Exercise
Price as follows (check and complete as appropriate):
[ ] in cash in the amount of $_________, receipt of which is
acknowledged by the Company;
[ ] through a "same-day-sale" commitment from the Warrant Holder and
the broker named below in the amount of $_________ and
substantially in the form attached hereto as Attachment 1;
[ ] through a "margin" commitment from the Warrant Holder and the
broker named below in the amount of $_________ and substantially
in the form attached hereto as Attachment 2;
Broker Name: Brokerage Firm:
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Tax Consequences. THE COMPANY IS UNDER NO OBLIGATION TO REPORT THE
EXERCISE OF THIS WARRANT TO THE INTERNAL REVENUE SERVICE OR ANY STATE OR LOCAL
INCOME TAX AUTHORITY. WARRANT HOLDER UNDERSTANDS THAT THE WARRANT HOLDER MAY
SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE WARRANT HOLDER'S PURCHASE OR
DISPOSITION OF THE SHARES. THE WARRANT HOLDER REPRESENTS THAT THE WARRANT HOLDER
HAS CONSULTED WITH ANY TAX CONSULTANT(S) THE WARRANT HOLDER DEEMS ADVISABLE IN
CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT THE WARRANT
HOLDER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.
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Name of Warrant Holder
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Signature of Warrant Holder
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Printed Name
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Title
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ATTACHMENT 1 TO WARRANT EXERCISE AGREEMENT
SAME DAY SALE COMMITMENT
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SCICLONE PHARMACEUTICALS, INC.
▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇.▇.
The undersigned Warrant Holder ("Warrant Holder") desires to exercise
that certain warrant described in the attached Warrant Exercise Agreement (the
"Warrant") with respect to ________ shares of SciClone Pharmaceuticals, Inc.
(the "Company") Common Stock (the "Number of Shares"), and to sell immediately
________ of the Number of Shares (the "Same-Day Sale Shares") through the
undersigned broker (the "Broker") and for the Broker to pay directly to the
Company from the proceeds from such sale $_________ (the "Exercise Price").
Accordingly, the Warrant Holder hereby represents as follows: (i)
Warrant Holder hereby irrevocably exercises the Warrant with respect to the
Number of Shares; and (ii) Warrant Holder hereby irrevocably elects to sell
through Broker the Same-Day-Sale Shares and unconditionally authorizes the
Company or its transfer agent to deliver certificates representing the
Same-Day-Sale Shares to the Broker.
The Broker hereby represents as follows: (i) the Broker is a member in
good standing of the National Association of Securities Dealers; and (ii) the
Broker irrevocably commits to pay to the Company, no more than one (1) business
day after receiving certificates representing the Same-Day-Sale Shares, the
Exercise Price by check or wire transfer to an account specified by the Company.
WARRANT HOLDER: BROKER:
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(Name) (Name of Firm)
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(Signature) (Signature)
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(Printed) (Printed Name)
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(Title) (Title)
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ATTACHMENT 2 TO WARRANT EXERCISE AGREEMENT
MARGIN COMMITMENT
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SCICLONE PHARMACEUTICALS, INC.
▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇.▇.
The undersigned Warrant Holder ("Warrant Holder") desires to exercise
that certain warrant described in the attached Warrant Exercise Agreement (the
"Warrant") with respect to ________ shares of SciClone Pharmaceuticals, Inc.
(the "Company") Common Stock (the "Number of Shares"), and to pledge immediately
________ of the Number of Shares (the "Margin Shares") through the undersigned
broker (the "Broker") as security for a loan from the Broker and for the Broker
to pay directly to the Company $_______ (the "Exercise Price").
Accordingly, the Warrant Holder hereby represents as follows: (i)
Warrant Holder hereby irrevocably exercises the Warrant with respect to the
Number of Shares; and (ii) Warrant Holder hereby irrevocably elects to pledge to
Broker the Margin Shares and unconditionally authorizes the Company or its
transfer agent to deliver certificates representing the Margin Shares to the
Broker.
The Broker hereby represents as follows: (i) the Broker is a member in
good standing of the National Association of Securities Dealers; and (ii) the
Broker irrevocably commits to pay to the Company, no more than one (1) business
day after receiving certificates representing the Margin Shares, the Exercise
Price by check or wire transfer to an account specified by the Company.
WARRANT HOLDER: BROKER:
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(Name) (Name of Firm)
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(Signature) (Signature)
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(Printed) (Printed Name)
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(Title) (Title)
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