Suraypharm 42, rue du Docteur Blanche 75016 Paris France
Exhibit (d)(25)
Suraypharm
00, xxx xx Xxxxxxx Xxxxxxx
75016 Paris
France
Tercica, Inc.
0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Brisbane, California 94005
USA
Attention: Xxxxxxx Xxxxxxxxxx
Xxxxxx Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto
California 94306
United States of America
Attention: Xxxxxxx Xxxxxxxx Xxxxxx
Xxxx 4, 2008
| Re: |
The Affiliation Agreement - consent to the Merger |
Dear Xxxxxxx:
We refer to the Affiliation Agreement between Tercica, Inc., Suraypharm and Xxxxx, X.X. (the Affiliation Agreement) effective as of October 13, 2006. Unless the context otherwise requires, words and expressions defined in the Affiliation Agreement shall have the same meanings where used in this letter.
Under the terms of the Affiliation Agreement, the Investor’s prior written consent is necessary in order for the Company to undertake certain actions, including those actions described in Sections 3(c), 3(e), 3(m), 3(s) and 3(v).
We hereby consent to and approve of the Company executing and entering into the Agreement and Plan of Merger dated as of the date hereof by and among the Company, Beaufour Ipsen Pharma, S.A.S. and Tribeca Acquisition Corporation, and effective upon the execution thereof by all parties (the Merger).
Nothing in this letter shall constitute a waiver of any of the Investor’s rights under the Affiliation Agreement other than in respect of the Merger (and for clarity, the waiver herein shall not apply to the Investor’s veto right over a transaction with any Person other than the Investor or its Affiliates).
This letter shall be construed in accordance with, and this letter and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this letter shall be governed by, the law of the State of New York.
[Signature Page Follows]
2
| Yours sincerely, |
| XXXX-XXX XXXXXXXXX |
| /s/ Xxxx-Xxx Xxxxxxxxx |
| Xxxx authorized for and on behalf of Suraypharm |
| Acknowledgment |
| Received and agreed |
| /s/ Xxxxxxx X. Xxxxxxxxxx |
| Xxxx authorized for and on behalf of |
| Tercica, Inc. |
