July 18, 2006
Rho Capital Partners
Carnegie Hall Tower
000 Xxxx 00xx Xxxxxx
00xx XXxxx
Xxx Xxxx, Xxx Xxxx 00000
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 Xxxxx, X.X., 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: Xxxxxxx X. Xxxxxxxxxx, Executive Vice President of
Legal Affairs, General Counsel and Secretary
