SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Ipsen, S.A. (Last) (First) (Middle) C/O GENERAL COUNSEL 42, RUE DU DOCTEUR BLANCHE (Street) PARIS I0 75016 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TERCICA INC [ TRCA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/22/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK, PAR VALUE $0.001	07/22/2008		P		410,831	A	$8.92	929,932(1)	D
COMMON STOCK, PAR VALUE $0.001	07/22/2008		C		3,531,687(2)	A	$25,037,000	4,461,619	D
COMMON STOCK, PAR VALUE $0.001	07/22/2008		C		5,175,652(2)	A	$47,337,000(3)	9,637,271	D
COMMON STOCK, PAR VALUE $0.001	07/22/2008		C		2,067,467(2)	A	$15,000,000	11,704,738	D
COMMON STOCK, PAR VALUE $0.001	07/22/2008		C		4,948,795	A	$7.41	16,653,533	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
FIRST SENIOR CONVERTIBLE PROMISSORY NOTE	$7.41	07/22/2008		C		1		(4)	(4)	COMMON STOCK	3,531,687	$0	3,531,687	D
SECOND SENIOR CONVERTIBLE PROMISSORY NOTE	$9.34(5)	07/22/2008		C		1		(4)	(4)	COMMON STOCK	5,175,652	$0	5,175,652	D
THIRD SENIOR CONVERTIBLE PROMISSORY NOTE	$7.41	07/22/2008		C		1		(4)	(4)	COMMON STOCK	2,067,467	$0	2,067,467	D
WARRANT	$7.41	07/22/2008		C		1		(6)	(6)	COMMON STOCK	4,948,795	$0	4,948,795	D

Explanation of Responses:

1. This figure includes 519,101 shares of Common Stock acquired by the reporting person on July 30, 2007.

2. This figure is derived by dividing a conversion amount, which includes the corresponding conversion price in Table I and outstanding interest, by the corresponding conversion price in Table II.

3. This figure represents the U.S. dollar amount of the outstanding principal of the EUR denominated face amount as determined by applying the Dollar/Euro conversion rate for July 22, 2008 as quoted at 4 p.m. ET by Reuters on July 22, 2008.

4. Prior to the conversion of the Senior Convertible Promissory Notes (each a "Convertible Note"), each Convertible Note was subject to conversion at any time until the later of (i) the expiration of a five-year period commencing on October 13, 2006 or (ii) two years following the date on which the holder provided notice that it would not convert the Convertible Note in full.

5. This figure represents the U.S. dollar amount of the EUR denominated exercise price as determined by applying the Dollar/Euro conversion rate for July 22, 2008 as quoted at 4 p.m. ET by Reuters on July 22, 2008.

6. Prior to its exercise, the Warrant was exercisable at any time until the expiration of a five-year period commencing on October 13, 2006.

Remarks:

Ipsen, S.A. ("Ipsen") is the reporting person in connection with this filing,. Suraypharm S.A.S. (a wholly owned indirect subsidiary) is also a party to that certain Common Stock Purchase Agreement pursuant to which the shares reported in column 4 of Table I were purchased. The aggregate number of shares of Common Stock reflected in table I is 16,653,533 shares of Common Stock beneficially owned by the reporting person as of July 22, 2008. Rows 2-5 in Table I represent the Common Stock acquired as a result of the transactions reported in Table II and such shares of Common Stock in Table I should not be aggregated with the shares of Common Stock reported in columns 7 and 9 in Table II.

	/s/ Willy Mathot	07/23/2008
	** Signature of Reporting Person	Date
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