50.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   51.  The Individual Defendants disseminated the false and misleading Proxy  Statement, which contained statements that, in violation of Section 14(a) of the 1934 Act and  Rule 14a-9, in light of the circumstances under which they were made, omitted to state material  facts necessary to make the statements therein not materially false or misleading.  SciClone is  liable as the issuer of these statements.     52.  The Proxy Statement was prepared, reviewed, and/or disseminated by the  Individual Defendants.  By virtue of their positions within the Company, the Individual  Defendants were aware of this information and their duty to disclose this information in the  Proxy Statement.   53.  The Individual Defendants were at least negligent in filing the Proxy Statement  with these materially false and misleading statements.     54.  The omissions and false and misleading statements in the Proxy Statement are  material in that a reasonable stockholder will consider them important in deciding how to vote on  the Proposed Transaction.  In addition, a reasonable investor will view a full and accurate  disclosure as significantly altering the total mix of information made available in the Proxy  Statement and in other information reasonably available to stockholders.   55.  The Proxy Statement is an essential link in causing plaintiff and the Company’s  stockholders to approve the Proposed Transaction.     56.  By reason of the foregoing, defendants violated Section 14(a) of the 1934 Act and  Rule 14a-9 promulgated thereunder.   58.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   59.  The Individual Defendants and Silver acted as controlling persons of SciClone  within the meaning of Section 20(a) of the 1934 Act as alleged herein.  By virtue of their  positions as officers and/or directors of SciClone and participation in and/or awareness of the  Company’s operations and/or intimate knowledge of the false statements contained in the Proxy  Statement, they had the power to influence and control and did influence and control, directly or  indirectly, the decision making of the Company, including the content and dissemination of the  various statements that plaintiff contends are false and misleading.   60.  Each of the Individual Defendants and Silver was provided with or had unlimited  access to copies of the Proxy Statement alleged by plaintiff to be misleading prior to and/or  shortly after these statements were issued and had the ability to prevent the issuance of the  statements or cause them to be corrected.   61.  In particular, each of the Individual Defendants had direct and supervisory  involvement in the day-to-day operations of the Company, and, therefore, is presumed to have  had the power to control and influence the particular transactions giving rise to the violations as  alleged herein, and exercised the same.  The Proxy Statement contains the unanimous  recommendation of the Individual Defendants to approve the Proposed Transaction.  They were  thus directly in the making of the Proxy Statement.   62.  Silver also had direct supervisory control over the composition of the Proxy  Statement and the information disclosed therein, as well as the information that was omitted  and/or misrepresented in the Proxy Statement.   63.  By virtue of the foregoing, the Individual Defendants and Silver violated  Section 20(a) of the 1934 Act.   Background of the Company    Claim for Violation of Section 14(a) of the 1934 Act and Rule 14a-9 Promulgated  Thereunder Against the Individual Defendants and SciClone   Claim for Violation of Section 20(a) of the 1934 Act   Against the Individual Defendants and Silver   