SC 13D/A

                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                             SCHEDULE 13D

                Under the Securities Exchange Act of 1934
                           (Amendment No. 4)*

                              Tercica, Inc.
                            (Name of Issuer)

                      Common Stock, $0.001 par value
                      (Title of Class of Securities)

                               88078L105
                            (CUSIP Number)

                           Jeffrey I. Martin
                       Rho Capital Partners, Inc.
                    152 West 57th Street, 23rd Floor
                        New York, New York 10019
                              212-751-6677
            (Name, Address, and Telephone Number of Person
             Authorized to Receive Notices and Communications)

                             July 18, 2006
         (Date of Event Which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the
following box  [ ].

    Note:  Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.  See Rule 13d-7 for other
parties to whom copies are to be sent.





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1/   The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).








         This Amendment No. 4 to Schedule 13D for Tercica, Inc., a Delaware
corporation ("Tercica" or the "Company"), amends a statement on Schedule 13D
originally dated March 22, 2004, as amended as of January 31, 2005 and January
23, 2006, with respect to shares ("Shares") of Tercica Common Stock, par value
$0.001 per share, beneficially owned by Rho Capital Partners, Inc., a New York
corporation ("Rho"), its controlling shareholders Joshua Ruch, Habib Kairouz
and Mark Leschly, and the following affiliated investment vehicles: Rho
Ventures IV, L.P.; Rho Ventures IV (QP), L.P.; Rho Ventures IV GmbH & Co.
Beteiligungs KG; Rho Management Trust I; Rho Management Ventures IV, LLC; Rho
Capital Partners Verwaltungs GmbH; Drakensberg, L.P.; and Kariba LLC
(collectively, the "Reporting Persons").

          On July 18, 2006, Tercica and Ipsen, S.A., a French societe
anonyme ("Ipsen"), announced a strategic collaboration (the "Transaction") as
part of which it is expected that Ipsen will acquire newly issued shares of
Tercica Common Stock, representing 25% of its outstanding stock, together with
convertible notes and warrants which could permit Ipsen to increase its
ownership in the Company to 40%.

         In connection with the Transaction, the Reporting Persons have
entered into various agreements with the Company, its other stockholders, and
Ipsen and its affiliates (collectively, the "Transaction Documents"), which
affect the rights of the Reporting Persons to vote and/or to dispose of the
shares of Tercica Common Stock owned by them.  This Amendment accordingly is
filed in order to amend items 6 and 7, and item 1, in the Schedule 13D as
previously filed, as follows:



Item 1. Security and Issuer.

         This statement relates to shares of Common Stock, $0.001 par value
per share of Tercica, Inc., a Delaware corporation.  The principal executive
offices of Tercica are located at 2000 Sierra Point Parkway, Suite 400,
Brisbane, California 94005.



Item 6.  Contracts, Arrangements, Understandings or Relationships with
         Respect to Securities of the Issuer

         In connection with the Transaction, certain of the Reporting Persons
have entered into a Voting Agreement, dated July 18, 2006 (the "Voting
Agreement"), with Ipsen and Suraypharm, a French subsidiary of Ipsen
("Suraypharm"), by which such Reporting Persons have agreed (1) to vote their
Shares for approval of the Transaction, and against actions which would
interfere with consummation of the Transaction, until the date of the first
closing of the Transaction (or termination thereof), (2) to vote their Shares
in favor of each Director that Ipsen is entitled to nominate pursuant to
Section 2.4 of the Affiliation Agreement (as defined in the Transaction
Documents), and to vote their Shares in favor of any transactions contemplated
by the Transaction Documents, for so long as Ipsen remains entitled to appoint
a director to the Board of Directors of the Company; provided, that the
Reporting Persons are not thereby obligated with respect to any matter set
forth in Section 2.7 of the Affiliation Agreement, (3) until the first closing
of the Transaction, not to (A) sell, assign, transfer or otherwise dispose of,
or permit to be sold, assigned, transferred or otherwise disposed of, any of
the Shares of such Reporting Person (except as Ipsen may agree); or (B) grant
any proxy, or create a voting trust, voting agreement or similar arrangement
with respect to its Shares, other than the Voting Agreement; provided, that if
the first closing has not occurred by the dates specified in the Transaction
Documents, certain transfers of Shares shall be permitted (the "Lock-Up
Agreement"); and (4) until the first closing of the Transaction, not to (A)
negotiate, authorize, recommend, enter into ,or propose to enter into, any
investment transaction, merger, strategic alliance, joint venture or any
similar transaction involving the Company (a "Competing Transaction") with any
person other than Ipsen, (B) continue any pending discussions or negotiations
with any other third party concerning any previously proposed Competing
Transaction, (C) knowingly encourage, solicit or initiate discussions,
negotiations or submissions of proposals, indications of interest or offers in
respect of a Competing Transaction, or (D) knowingly furnish or cause to be
furnished to any person any information in furtherance of a Competing
Transaction.  The foregoing summary of the terms of the Voting Agreement is
qualified by reference to the full text of section 3 of the Voting Agreement,
which is included as Exhibit A to this Amendment No. 4, and is incorporated
herein by reference.

            Also in connection with the Transaction, the Company issued to Rho
on behalf of the Reporting Persons a letter agreement, dated July 18, 2006, by
which the Company agreed not to extend the date of the first closing for the
Transaction beyond certain dates specified in the Transaction Documents,
without the consent of Rho or the release of each of the Reporting Persons
from their respective obligations under the Lockup Agreement.  The foregoing
summary of such letter agreement is qualified by reference to the full text of
such letter agreement, which is included as Exhibit B to this Amendment No. 4,
and is incorporated herein by reference.



Item 7.  Material to be Filed as Exhibits


         The following document is filed as an exhibit in substitution of
previously filed Exhibit A, which is no longer effective:

A.  Voting Agreement, dated July 18, 2006, among Tercica, Ipsen, Suraypharm,
and certain of the Reporting Persons.


         The following document is filed as Exhibit B:

B.  Letter Agreement, dated July 18, 2006, from Tercica to Rho.










                            SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated: July 24, 2006.



RHO CAPITAL PARTNERS, INC.


By:   /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



/s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer for Joshua Ruch



/s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer for Habib Kairouz



/s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer for Mark Leschly



RHO VENTURES IV, L.P.


By:  /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO MANAGEMENT VENTURES IV, LLC


By:  /s/ Jeffrey I. Martin
- ---------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO VENTURES IV (QP), L.P.


By:  /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO VENTURES IV GmbH & CO. BETEILIGUNGS KG


By: /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO CAPITAL PARTNERS VERWALTUNGS GmbH


By: /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO MANAGEMENT TRUST I


By: /s/ Jeffrey I. Martin
- -----------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



DRAKENSBERG, L.P.


By: /s/ Jeffrey I. Martin
- -----------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



KARIBA LLC


By: /s/ Jeffrey I. Martin
- -----------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer

EX-99

                            VOTING AGREEMENT


THIS VOTING AGREEMENT (this Agreement), is dated as of July 18, 2006, by and
between the undersigned stockholder (the Stockholder) of Tercica, Inc., a
Delaware corporation (the Company), Ipsen, S.A., a French societe anonyme
(Ipsen) and Suraypharm, a French societe par actions simplifiees, a subsidiary
of Ipsen (Suraypharm).

WHEREAS, Ipsen, Suraypharm and/or one or more of their Affiliates
(collectively, the Investor, which for the purposes of this Agreement shall
include the Investor's successors and permitted assigns) and the Company have
entered into certain investment documents relating to the acquisition by
Investor of shares of the Company Common Stock, a warrant to purchase shares
of the Company Common Stock, and approximately $76 million aggregate face
amount of notes of the Company convertible into Company Common Stock,
including a Stock Purchase and Master Transaction Agreement, dated as of the
date hereof, by and between the Company and Ipsen (the Purchase Agreement);

WHEREAS, the Stockholder is the legal and beneficial owner of and has the sole
power to vote the Subject Shares set forth on the signature page hereto; and

WHEREAS, in order to induce Investor to enter into the Investment Documents
(as defined below) and proceed with the transactions contemplated thereby (the
Investment Transactions), the Stockholder is entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual terms, conditions and other
agreements set forth herein, the parties hereto hereby agree as follows:

Section 1.     Definitions and Interpretation.

     (a)  Each of the following terms, when used in this Agreement, shall have
the meaning set below:

     Affiliate means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such Person (and, for the
purposes hereof, the term control means the power to direct the management and
policies of such Person (directly or indirectly), whether through ownership of
securities, by Contract or otherwise (and the terms controlling and controlled
have the meanings correlative to the foregoing)).

     Agreement has the meaning set forth in the preamble to this Agreement.

     Applicable Law means any applicable U.S. or non-U.S. federal, state or
local statute, law, ordinance, regulation, rule, code, Order, notice or other
requirement or rule of law or legal process (including common law), or any
other order of, or agreement issued, promulgated or entered into by, any
Governmental Entity.

     Authorized Party has the meaning set forth in Section 3(c).

     Board has the meaning set forth in Section 3(b).

     Company has the meaning set forth in the preamble to this Agreement.

     Company Common Stock means the Company's common stock with a par value of
$0.001 per share.

     Contract means any contract, agreement, instrument, lease, license,
indenture, note, bond, mortgage, sales or purchase order, undertaking or other
obligation or commitment, whether or not in writing.

     DGCL means the General Corporation Law of the State of Delaware.

     Director Meeting has the meaning set forth in Section 3(b).

     Governance Expiration Date means the date on which Investor shall no
longer be entitled to designate at least one Investor Director to the Board
pursuant to Section 2.4 of the Affiliation Agreement.

     Governance Voting Period means the period commencing on the First Closing
Date and ending on the Governance Expiration Date.

     Governing Documents means the charter documents by which any Person
(other than an individual) establishes its legal existence or which govern its
internal affairs, and shall include:  (a) in respect of a corporation, its
certificate or articles of incorporation or association and its bylaws, (b) in
respect of a partnership, its certificate of partnership and its partnership
agreement and (c) in respect of a limited liability company, its certificate
of formation and operating or limited liability company agreement.

     Governmental Entity means any U.S., non-U.S. or other supra-national,
national, federal, state, county, local, municipal or any other governmental,
regulatory or administrative authority, agency, commission or other
instrumentality, or any court, tribunal or arbitral body with competent
jurisdiction.

     Investment Documents means this Agreement, the Purchase Agreement, the
Increlex License, the Somatuline Autogel License, the Warrant, the Convertible
Notes, the Registration Rights Agreement, the Affiliation Agreement and any
other document or instrument contemplated hereby or thereby.

     Investment Transactions has the meaning set forth in the recitals to this
Agreement.

     Investor has the meaning set forth in the recitals to this Agreement.

     Investor Directors has the meaning ascribed to it in the Affiliation
Agreement.

     Ipsen has the meaning set forth in the preamble to this Agreement.

     Lien means any lien, pledge, mortgage, deed of trust, security interest,
attachment, easement or other similar encumbrance of any kind.

     Order means writ, judgment, decree, injunction or similar order of any
Governmental Entity, whether preliminary or final and whether executive,
legislative, judicial or otherwise.

     Person means any natural person, corporation, general partnership,
limited partnership, limited liability company, proprietorship, other business
organization, trust, union, association or Governmental Entity.

     Purchase Agreement has the meaning set forth in the recitals to this
Agreement.

     Stockholder has the meaning set forth in the preamble to this Agreement.

     Subject Shares shall mean all of the shares of Company Common Stock and
all other shares of capital stock and other equity securities of the Company,
that on the date hereof, the Stockholder is the legal and beneficial owner of
and over which the Stockholder has the sole power to vote, and all other
shares of Company Common Stock and any other securities convertible into, or
exchangeable or exercisable for, any such shares of Company Common Stock or
other shares of capital stock or other equity securities of the Company, the
legal or beneficial ownership of which is acquired by the Stockholder after
the date hereof.

     Suraypharm has the meaning set forth in the preamble to this Agreement.

     Termination Date means the date on which the Purchase Agreement is
terminated pursuant to Section 8.1 of the Purchase Agreement.

     Transaction Expiration Date means the earlier to occur of (i) the
Termination Date or (ii) the First Closing Date.

     Transaction Meeting has the meaning set forth in Section 3(a).

     Transaction Voting Period means the period commencing on the date hereof
and ending on the Transaction Expiration Date.

     (b)  Any capitalized term used in this Agreement without definition shall
have the meaning assigned thereto in the Purchase Agreement.

     (c)  The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined.

     (d)  Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.

     (e)  The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation."

     (f)  The word "will" shall be construed to have the same meaning and
effect as the word "shall."

     (g)  Any definition of or reference to any Contract, document, instrument
or other record herein shall be construed as referring to such Contract,
document, instrument or other record as from time to time amended,
supplemented, restated or otherwise modified.

     (h)  Any reference herein to any Person shall be construed to include
such Person's successors and permitted assigns.

     (i)  The words "herein", "hereof" and "hereunder ", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof.

     (j)  Unless the context otherwise requires, all references herein to
Sections, shall be construed to refer to Sections of this Agreement.

     (k)  The headings and captions used in this Agreement are for convenience
of reference only and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

     Section 2.     Representations and Warranties of the Stockholder.  The
Stockholder hereby represents and warrants to Investor as follows:

     (a)  To the extent that the Stockholder is not an individual, the
Stockholder is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is organized and has full power and
authority necessary to enable it to own the Subject Shares and to enter into
this Agreement and to consummate the transactions contemplated hereby.

     (b)  The Stockholder has full power and authority to execute this
Agreement and to consummate the transactions contemplated hereby.  The
execution and delivery by the Stockholder of this Agreement and the
consummation by the Stockholder of the transactions contemplated hereby have
been duly authorized by all necessary action and no such further action is
required in connection therewith.  The Stockholder has duly executed and
delivered this Agreement and this Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms,
except to the extent that such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by principles of equity
regarding the availability of remedies (whether in a proceeding at law or in
equity).

     (c)  The execution and delivery by the Stockholder of this Agreement does
not, and the consummation of the transactions contemplated hereby and the
compliance by the Stockholder with the terms hereof will not, conflict with,
or result in any violation of or default (with or without notice or lapse of
time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a benefit under, or result in the
creation of any Lien upon the Subject Shares under, any provision of (i) the
Governing Documents of the Stockholder, (ii) any Contract to which the
Stockholder is a party or by which it is bound or (iii) any Applicable Law
applicable to the Stockholder, except for any of the foregoing as would not
reasonably be expected to impair the Stockholder's ability to perform its
obligations under this Agreement.

     (d)  No consent, approval, license, Order or other authorization of, or
registration with any Governmental Entity is required to be obtained or made
by or with respect to such Stockholder in connection with the execution,
delivery and performance of this Agreement or the consummation of transactions
contemplated hereby.

     (e)  The Stockholder is the record and beneficial owner of the Subject
Shares and has the sole and exclusive voting power and power of disposition
with respect to the Subject Shares.  Except as provided for in this Agreement:
(i) the Stockholder owns the Subject Shares free and clear of all Liens and
(ii) none of the Subject Shares are subject to any voting agreement, voting
trust or any other similar arrangement or restriction with respect to the
voting of the Subject Shares.

     (f)  The Subject Shares constitute all of the securities of the Company
owned of record or beneficially by the Stockholder.

     (g)  Any and all proxies heretofore given in respect of such
Stockholder's Subject Shares are revocable upon notice by such Stockholder,
all such proxies have been revoked prior to the date hereof and the proxy
contained in this Agreement is the only proxy in effect with respect to such
Stockholder's Subject Shares.

     Section 3.     Covenants of the Stockholder.  The Stockholder hereby
covenants and agrees as follows:

     (a)  During the Transaction Voting Period, the Stockholder will: (i)
attend and participate in, either in person or by proxy (and cause all of its
Subject Shares to be counted as present at), all meetings of the stockholders
of the Company called in connection with the Investment Transactions, the
Investment Documents (including the Purchase Agreement) and/or any other
transactions contemplated thereby (including any postponements or adjournments
thereof, a Transaction Meeting), and, at any Transaction Meeting, or in any
other circumstances upon which a vote, consent or other approval of the
stockholders of the Company with respect to any of the foregoing is sought
without a Transaction Meeting having been called (including, without
limitation, pursuant to Section 228 of the DGCL), vote its Subject Shares (or
provide a written consent), or cause its Subject Shares to be voted (or cause
a written consent to be executed and delivered), for the approval of the
Investment Transactions and any other transactions contemplated by the
Investment Documents (including the Purchase Agreement) and any other matters
relating thereto presented for approval of the stockholders of the Company;
and (ii) vote its Subject Shares at any such Transaction Meeting (or provide a
written consent in any other circumstances upon which a vote, consent or other
approval of the stockholders of the Company with respect thereto is sought
without a Transaction Meeting having been called), or cause its Subject Shares
to be voted (or cause a written consent to be executed and delivered), against
the approval of (A) any action set forth in Section 5.2(b) of the Purchase
Agreement for which the written consent of Ipsen has not been obtained, (B) or
any other action or Contract that is intended to or could reasonably be
expected to impede, interfere with, delay or discourage the Investment
Transactions or any other transactions contemplated by the Investment
Documents and (C) except as otherwise contemplated by the Investment
Documents, change the voting rights of any class of capital stock of the
Company.

     (b)  During the Governance Voting Period, the Stockholder will attend and
participate in, either in person or by proxy (and cause all of its Subject
Shares to be counted as present at), all meetings of the stockholders of the
Company called (i) at which members of the Company's board of directors (the
Board) are elected or any other matters relating to the size or composition of
the Board are proposed (including any postponements or adjournments thereof, a
Director Meeting), and, at any Director Meeting, or in any other circumstances
upon which a vote, consent or other approval of the stockholders of the
Company with respect to any of the foregoing is sought without a Director
Meeting having been called (including, without limitation, pursuant to Section
228 of the DGCL), vote its Subject Shares (or provide a written consent), or
cause its Subject Shares to be voted (or cause a written consent to be
executed and delivered):  (A) in favor of each Investor Director that Investor
is then entitled to designate to the Board pursuant to Section 2.4 of the
Affiliation Agreement and, insofar as any necessary to cause any such Investor
Director to be elected to the Board, withhold its vote for all other
individuals nominated for election to the Board, (B) in favor of the number of
authorized directors on the Board to be set and remain at nine, and against
any change in the number of authorized directors on the Board from nine,
except as agreed between Ipsen and the Company, and (C) against any proposal
to remove any Investor Director from the Board that Investor is then entitled
to designate to the Board pursuant to Section 2.4 of the Affiliation
Agreement; and (ii) in connection with the Investment Transactions, the
Investment Documents (including the Purchase Agreement) and/or any other
transactions contemplated thereby (including any postponements or adjournments
thereof, a Subsequent Transaction Meeting), and, at any Subsequent Transaction
Meeting, or in any other circumstances upon which a vote, consent or other
approval of the stockholders of the Company with respect to any of the
foregoing is sought without a Subsequent Transaction Meeting having been
called (including, without limitation, pursuant to Section 228 of the DGCL),
vote its Subject Shares (or provide a written consent), or cause its Subject
Shares to be voted (or cause a written consent to be executed and delivered),
(A) for the approval of any transactions contemplated by the Investment
Documents (including the Purchase Agreement) and any other matters relating
thereto presented for approval of the stockholders of the Company, and (B)
against the approval of any other action or Contract that is intended to or
could reasonably be expected to impede, interfere with, delay or discourage
the transactions contemplated by the Investment Documents; provided, however,
that nothing in this Section 3(b)(ii) shall obligate the Stockholder with
respect to any matter set forth in Section 2.7 of the Affiliation Agreement.

     (c)  The Stockholder hereby irrevocably grants to, and appoints Claire
Giraut or Willy Mathot in either of their respective capacities as officers
and/or directors of Investor, and any individual who shall hereafter succeed
to either such individual (individually, an Authorized Party and,
collectively, the Authorized Parties), and each of them individually, as the
Stockholder's proxy and attorney-in-fact (with full power of substitution),
for and in the name, place and stead of the Stockholder, to vote the Subject
Shares, or execute one or more written consents or approvals in respect of the
Subject Shares in accordance with the agreements set forth in Sections 3(a)
and 3(b) above.

     (d)  The Stockholder hereby confirms that the irrevocable proxy set forth
in Section 3(c) is given in connection with the execution of the Purchase
Agreement.  The Stockholder hereby further affirms that the irrevocable proxy
granted hereby is coupled with an interest and may under no circumstances be
revoked during the Transaction Voting Period or the Governance Voting Period.
The Stockholder hereby ratifies and confirms all that such irrevocable proxy
may lawfully do or cause to be done by virtue hereof.

     (e)  Until the consummation of the First Closing, the Stockholder will
not:  (i) sell, assign, transfer or otherwise dispose of, or permit to be
sold, assigned, transferred or otherwise disposed of, any of the Subject
Shares (except as Ipsen may otherwise consent in writing, in Ipsen's sole
discretion); (ii) grant any proxy, deposit any Subject Shares in a voting
trust or enter into a voting agreement, power of attorney, voting trust or
similar Contract with respect to the Subject Shares (except for this
Agreement); or (iii) take any action that would make any representation or
warranty of the Stockholder contained herein untrue or incorrect in any
material respect or have the effect of preventing the Stockholder from the
strict compliance in performance with any of its covenants and other
obligations hereunder.  Notwithstanding the foregoing, if the First Closing
has not occurred by October 15, 2006, then this Section 3(e) shall not
prohibit a transfer of the Subject Shares held by Stockholder: (i) if
Stockholder is an individual: (A) up to 10% of the Subject Shares held by
Stockholder to any member of Stockholder's immediate family, or to a trust for
the benefit of Stockholder or any member of Stockholder's immediate family; or
(B) upon the death of Stockholder; or (ii) if Stockholder is a partnership or
limited liability company, to one or more current or former partners or
members of Stockholder or to an affiliated corporation under common control
with Stockholder; provided, however, that a transfer referred to in part (i)
or (ii) of this sentence shall be permitted only if, as a precondition to such
transfer, the transferee agrees in a writing, reasonably satisfactory in form
and substance to Ipsen, to be bound by all of the terms of this Agreement
(including without limitation the irrevocable proxy contained herein).

     (f)  Until the consummation of the First Closing, the Stockholder will
not and will use its commercially reasonable efforts to cause its Affiliates
or any of its or their directors, officers, employees, agents or
representatives not to, (i) negotiate, authorize, recommend, enter into or
propose to enter into, with any person other than Investor or persons
designated by Investor, any Competing Transaction, (ii) continue to engage in
any pending discussions or negotiations with any third party concerning any
previously proposed Competing Transaction, (iii) knowingly encourage, solicit
or initiate discussions, negotiations or submissions of proposals, indications
of interest or offers in respect of a Competing Transaction, or (iv) knowingly
furnish or cause to be furnished to any person any information in furtherance
of a Competing Transaction.

     (g)  The Stockholder shall from time to time, execute and deliver, or
cause to be executed and delivered, such additional or further consents,
documents, agreements, proxies and other instruments as Ipsen shall reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.

     (h)  Until the consummation of the First Closing, the Stockholder shall
not issue any press release or make any other public statement with respect to
Investor, the Company, the Investment Documents, the Investment Transactions
or any transactions contemplated thereby, except to the extent required by
Applicable Law (and in such case, only following notice to Ipsen).

     Section 4 Stockholder Acknowledgements and Approval.

     (a)  The Stockholder acknowledges that irreparable damage to Investor
would occur if any of the provisions hereof were not performed in accordance
with their specific terms or were otherwise breached.  Accordingly, the
Stockholder agrees that Investor shall be entitled to an injunction or other
equitable remedies to prevent breaches of the provisions hereof and to enforce
specifically the terms and provisions hereof, in addition to any other remedy
to which Investor may be entitled at law or in equity, and the Stockholder
hereby waives and agrees that it will not raise any defense to any action for
specific performance based on Investor having an obligation to mitigate
damages or having an adequate remedy at law.

     (b)  The Stockholder acknowledges that it has received or has had full
access to all of the information it considers necessary or appropriate for
deciding whether or not to approve the Investment Transactions and the
transactions contemplated by the Investment Documents, and to grant the proxy
contemplated hereby, and further represents that it has had an opportunity to
ask questions of and receive answers from the Company regarding the terms and
conditions of the Purchase Agreement and the other Investment Documents.

     (c)  The Stockholder acknowledges that Investor is entering into the
Investment Documents in reliance on the representations, warranties, covenants
and other agreements of the Stockholder set forth in this Agreement and would
not enter into the Investment Documents if the Stockholder did not enter into
this Agreement.

     Section 5.     Scope of Agreement.

     (a)  Stockholder in capacity as a stockholder of the Company.

     This Agreement shall apply to the Stockholder solely in the Stockholder's
capacity as a stockholder of the Company and the Stockholder shall vote
according to the terms of this Agreement; provided that the Stockholder may
vote according to the Stockholder's sole discretion on any matter other than
those matters contemplated by Sections 3(a) and 3(b).

     (b)  Stockholder in capacity as a director or officer of the Company.

     Nothing in this Agreement shall limit, restrict or otherwise affect, or
gives rise to any liability of Stockholder by virtue of, any actions taken by
Stockholder in the Stockholder's capacity as a director or officer of the
Company, including any actions taken in connection with the exercise or rights
of the Company or the Board (or any committee thereof) under the Purchase
Agreement.

     Section 6.     Amendment.  This Agreement may only be amended with the
written consent of Ipsen, Suraypharm and the Stockholder.

     Section 7.     Termination.  This Agreement and the irrevocable proxy
contained herein shall terminate in their entirety on the earliest to occur of
(i) the Termination Date; (ii) the expiration of the Governance Voting Period;
or (iii) the date on which the Stockholder shall no longer hold any Subject
Shares; provided that if the irrevocable proxy is not terminated pursuant to
(i), (ii), or (iii), the irrevocable proxy will terminate with respect to the
agreements in Section 3(a) upon the expiration of the Transaction Voting
Period.

     Section 8.     Subject Shares.  The Stockholder agrees that to the extent
it acquires legal or beneficial ownership of any shares that fall within the
definition of Subject Shares after the date hereof, such securities shall
automatically be deemed Subject Shares hereunder and shall be subject in all
respect to the terms hereof to the full extent as if they were Subject Shares
on the date hereof.  All of the Subject Shares as of the date hereof are
listed on the signature page hereto.

     Section 9.     Stockholder Information.  The Stockholder hereby agrees to
permit the Company to publish and disclose in the Proxy Statement
Stockholder's identity and ownership of shares of Company Common Stock and the
nature of Stockholder's commitments, arrangements and understandings under
this Agreement.

     Section 10.    Miscellaneous.

     (a)  This Agreement is for the sole and exclusive benefit of the parties
hereto and their successors and permitted assigns, and nothing herein
expressed or implied shall give, or be construe to give, to any Person, other
than the parties hereto and such successors and permitted assigns, any legal
or equitable right, remedies or claims under or with respect to this Agreement
or any provisions hereof.  This Agreement and the rights and obligations
hereunder shall not be assignable or transferable by any party hereto without
the prior written consent of the other; provided that Investor may assign its
rights hereunder to any Affiliate without the prior written consent of the
Stockholder.  Any attempted assignment in violation of this Section 10(a)
shall be null and void and of no effect.

     (b)  All notices, consents, waivers, and other communications required or
permitted under this Agreement must be in writing and will be deemed to have
been duly given when (i) delivered by hand to the party to be notified, (ii)
when sent by facsimile if sent during the normal business hours of the party
to be notified, if not, then on the next Business Day or (iii) when received
by the party to be notified, if sent by an internationally recognized
overnight delivery service, specifying the soonest possible time and date of
delivery, in each case to the appropriate addresses and facsimile numbers set
forth below (or to such other addresses and facsimile numbers as a party may
designate by notice to the other parties from time to time).  All such notices
and other communications shall be sent:

(A)  if to Investor, to:

Ipsen S.A
42, rue du Docteur Blanche
75016 Paris
France

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Freshfields Bruckhaus Deringer, LLP
520 Madison Avenue, 34th Floor
New York, NY 10022
Attention:  Matthew L. Jacobson, Esq.
Facsimile:  (212) 277 4001 and

(B)  if to Stockholder to:

___________________________________
Attention: ___________________________
Facsimile: ___________________________

with a copy (which shall not constitute notice) to:

___________________________________
Attention: __________________________
Facsimile: __________________________

     (c)  This Agreement may be executed in any number of counterparts, all of
which shall be considered one and the same agreement, and shall become
effective when one or more such counterparts have been signed by each of the
parties and delivered to the other parties.  Any such counterpart may be
delivered to a party by facsimile.

     (d)  If any provision of this Agreement (or any portion thereof) or the
application of any such provision (or any portion thereof) to any person or
circumstance shall be held invalid, illegal or unenforceable in any respect by
a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other persons or
circumstances.  Upon a final determination that any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner to the fullest extent permitted by Applicable Law in order
that the transactions contemplated hereby and by the Purchase Agreement may be
consummated as originally contemplated to the fullest extent possible.

     (e)  This Agreement and the irrevocable proxy contained herein and any
other documents delivered by the parties in connection herewith constitute the
entire agreement between the parties with respect to the subject matter hereof
and thereof and supersede all prior agreements and understandings between the
parties with respect thereto.

     (f)  This Agreement shall be construed in accordance with, and this
Agreement and all matters arising out of or relating in any way whatsoever
(whether in contract, tort or otherwise) to this Agreement shall be governed
by, the law of the State of Delaware.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Stockholder and Investor have duly executed this
Agreement as of the date first written above.



SURAYPHARM

 ______________________________
Name:
Title:



 IPSEN S.A.

 ______________________________
Name:
Title:



NAME OF STOCKHOLDER            Class and Number of Shares Owned



RHO VENTURES IV, L.P.
By: Rho Management Ventures IV, L.L.C.
General Partner

By: /s/Mark Leschly
Name: Mark Leschly
Title: Managing Member



RHO VENTURES IV (QP), L.P.
By: Rho Management Ventures IV, L.L.C.
General Partner

By: /s/Mark Leschly
Name: Mark Leschly
Title: Managing Member



RHO VENTURES IV GmbH & CO. BETEILIGUNGS KG
By: Rho Capital Partners Verwaltungs GmbH
General Partner

By: /s/Mark Leschly
Name: Mark Leschly
Title: Managing Member



RHO MANAGEMENT TRUST I By: Rho Capital Partners, Inc.     As Investment
Advisor

By: /s/Mark Leschly
Name: Mark Leschly
Title: Managing Member


                 [SIGNATURE PAGE TO VOTING AGREEMENT]

EX-99

July 18, 2006
Rho Capital Partners
Carnegie Hall Tower
152 West 57th Street
23rd FLoor
New York, New York 10019

Re:

Ladies and Gentlemen:

In connection with the entering into of that certain Stock
Purchase and Master Transaction Agreement (the "Purchase
Agreement"), dated as of the date hereof, by and between the
Company and Ipsen, S.A., a societe anonyme (Ipsen), and the
execution and delivery of those certain Voting Agreements (the
"Voting Agreements"), each dated as of the date hereof, by and
between entities affiliated with Rho Capital Partners, Inc. (the
"Rho Entities"), Ipsen and Suraypharm, a French societe par
actions simplifiees a subsidiary of Ipsen ("Suraypharm"), the
Company agrees that:

(i)  the Company shall not, without the prior written consent of
Rho Capital Partners, Inc. ("Rho"), take any action to amend,
modify, waive or otherwise alter the provisions of Section 8.1(d)
of the Purchase Agreement to extend the dates set forth in
Section 8.1(d) of the Purchase Agreement unless in connection
therewith, Ipsen and Surayphann release each of the Rho Entities
from their obligations under Section 3(e) of the Voting
Agreements; and

(ii) upon the occurrence of any event specified under Section
8.1(d) of the Purchase Agreement that permits the Company to
terminate the Purchase Agreement pursuant to Section 8.1(d)
thereof, the Company shall, upon the written request of Rho, take
all necessary action to terminate the Purchase Agreement pursuant
to the provisions of Section 8.1(d) thereof as soon as reasonably
practicable following such written request of Rho unless Ipsen
and Suraypharm agree to release each of the Rho Entities from
their obligations under Section 3(e) of the Voting Agreements in
connection with the delivery of such written request.

The obligations of the Company under this letter agreement shall
terminate upon the earlier to occur of the termination of the
Purchase Agreement or the First Closing (as defined in the
Purchase Agreement)..

Very truly yours,

Tercica, Inc.
Name:     Stephen N. Rosenfield, Executive Vice President of
Legal Affairs, General Counsel and Secretary