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                                                                   EXHIBIT 10.12

                     FIFTH AMENDMENT OF EMPLOYMENT AGREEMENT

         This Fifth Amendment of the Employment Agreement (this "Amendment") is
entered into as of _______________, 2004 (the "Effective Date") by and between
SciClone Pharmaceuticals, Inc. (the "Company") and Donald R. Sellers
("Employee").

         WHEREAS, the Company and Employee entered into that certain Employment
Agreement dated February 1, 1996 (the "Original Agreement"), which contained a
one-year term of employment ending on the last day of the 12th month following
February 1, 1996 (the "Anniversary Date");

         WHEREAS, the Original Agreement was subsequently amended pursuant to
the Amendment of Employment Agreement which extended the term of employment
under the Original Agreement until November 30, 1998 and designated each such
successive November 30 from that point forward as the anniversary date (the
"Amended Anniversary Date");

         WHEREAS, three subsequent amendments were made to the Original
Agreement to extend Employee's term of employment for successive one-year
periods and provide for a salary increase (the "Prior Amendments") (the Original
Agreement and the Prior Amendments are collectively referred to as the
"Agreement"); and

         WHEREAS, the Company and Employee desire to further amend the Agreement
effective as of the Amended Anniversary Date occurring in 2003 as set forth
below.

         NOW, THEREFORE, the Company and Employee agree that:

         1.       Paragraph 1 is amended and restated in its entirety to read as
                  follows:

                  "POSITION. During the term of this Agreement, the Company will
                  employ Employee, and Employee will serve the Company as its
                  President and Chief Executive Officer and will have such other
                  responsibilities, authority and titles as may from time to
                  time be assigned to Employee by the Board of Directors of the
                  Company."

         2.       Paragraph 3.1 is amended and restated in its entirety to read
                  as follows:

                  "BASE SALARY. Employee's job performance and base salary shall
                  be annualized from January to December ("Base Salary") and
                  reviewed annually by the Company's Compensation Committee in
                  the month of December, except that the Base Salary,
                  benchmarked at $500,000 annually for 2004, for the year
                  following the year being reviewed shall not be lower than the
                  Base Salary of the year being reviewed."

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         3.       Paragraph 3.2 is amended and restated in its entirety to read
                  as follows:

                  "CASH BONUS. The Company agrees to pay Employee a bonus
                  targeted at 50% of Base Salary upon the full achievement of
                  specified goals agreed upon by Employee and the Company.
                  Employee's performance goals shall be reviewed annually by the
                  Company's Compensation Committee in the month of December. Any
                  payments made to Employee under this paragraph shall be paid
                  in accordance with the Company's customary bonus payment
                  practices, unless otherwise agreed to by the Company and
                  Employee."

         4.       Paragraph 3.3 is amended and restated in its entirety to read
                  as follows:

                  "COST-OF-LIVING ASSISTANCE PAYMENTS. The Company agrees to
                  continue the cost-of-living assistance payments Employee has
                  received since 1997, fixed at the 1997 rate ("Cost-of-living
                  Assistance")."

         5.       Paragraph 4.1 is amended and restated in its entirety to read
                  as follows:

                  "TERM. This Agreement shall terminate twelve (12) months from
                  the Amended Anniversary Date occurring in 2003 and,
                  thereafter, shall be automatically renewed for consecutive
                  twelve (12) month periods, unless this Agreement is terminated
                  by either the Company or Employee upon 60 days' notice in
                  accordance with the notice provisions contained in Paragraph
                  6.6 hereof."

         6.       Subsection (a) of Paragraph 5.2, entitled "Termination Without
                  Cause," is amended and restated in its entirety to read as
                  follows:

                           "(a) the Company shall pay Employee the compensation
                  and benefits otherwise payable to Employee under Section 3
                  through the date of termination, except that health-related
                  benefits shall continue for two years beyond the effective
                  date of termination, unless Employee obtains new employment
                  which offers equal or better health-related benefits coverage
                  in which case the Company provided coverage will terminate as
                  the replacement coverage begins."

         7.       Subsection (b) of Paragraph 5.2, entitled "Termination Without
                  Cause," is amended and restated in its entirety to read as
                  follows:

                           "(b) within seven (7) days of termination, the
                  Company shall pay Employee a severance payment equal to the
                  sum of the following: (i) two additional years of Employee's
                  then-current base salary plus Cost-of-living Assistance, (ii)
                  Employee's annual car allowance, and (iii) the bonus Employee
                  could have earned had he continued employment with the Company
                  through the end of the calendar year in which termination
                  occurs with the amount of the bonus pro-rated for the portion
                  of the year through the date of termination. This payment
                  shall be made in a lump sum, less applicable withholding,"

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         8.       Subsection (c) of Paragraph 5.2, entitled "Termination Without
                  Cause," is amended and restated in its entirety to read as
                  follows:

                           "(c) the Company shall cause all of the Employee's
                  outstanding stock options to become immediately vested. In
                  addition, the exercise period of all stock options granted to
                  the Employee after the Amended Anniversary Date occurring in
                  2003 (the "Subsequent Stock Options") shall be extended for a
                  period of two years from the date of termination, provided,
                  however, that all stock options granted to the Employee prior
                  to the Amended Anniversary Date occurring in 2003 (the
                  "Previous Stock Options") shall be governed by the provisions
                  of Section 5.2(c) of the Original Agreement. Notwithstanding
                  the foregoing, such extension of the exercise periods of the
                  Subsequent Stock Options and the Previous Stock Options,
                  respectively, shall not exceed the original terms of such
                  options."

         9.       All other terms, conditions and restrictions contained in the
                  Agreement shall continue in full force and effect.

         10.      This Amendment may be signed in one or more counterparts, each
                  of which shall be deemed an original, but all of which
                  together shall constitute one instrument.

         Pursuant to Section 6.5 of the Agreement, this Amendment, when fully
executed and delivered, shall constitute an amendment thereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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         IN WITNESS WHEREOF, the parties hereto have executed this Fifth
Amendment of Employment Agreement as of the day and year first above written.

                                          "COMPANY"

                                          SCICLONE PHARMACEUTICALS, INC.

                                          By ___________________________________

                                          Its __________________________________

                                          "EMPLOYEE"

                                          ______________________________________
                                          Donald R. Sellers

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                            OF EMPLOYMENT AGREEMENT]

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