0001193125-03-048598 Sample Contracts

OFFICE LEASE 651 GATEWAY BOULEVARD GATEWAY CENTER, LLC, a California limited liability company as Landlord, and TERCICA MEDICA, INC., a Delaware corporation, as Tenant.
Office Lease • September 12th, 2003 • Tercica Inc • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between GATEWAY CENTER, LLC, a California limited liability company (“Landlord”), and TERCICA MEDICA, INC., a Delaware corporation (“Tenant”).

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TERCICA MEDICA, INC.
Stock Option Agreement • September 12th, 2003 • Tercica Inc • Delaware

Unless otherwise defined herein, the terms defined in the 2002 Stock Plan (a copy of which is attached hereto as Schedule I) shall have the same defined meanings in this Stock Option Agreement.

TERCICA MEDICA, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 12th, 2003 • Tercica Inc • Delaware

This Indemnification Agreement (“Agreement”) is made as of , by and between Tercica Medica, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

SAMPLE SUBSCRIPTION AGREEMENT TERCICA, INC. SUBSCRIPTION AGREEMENT
Sample Subscription Agreement • September 12th, 2003 • Tercica Inc
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TERCICA MEDICA, INC. Dated as of July 9, 2003
Investors’ Rights Agreement • September 12th, 2003 • Tercica Inc • California

This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of July 9, 2003 by and among Tercica Medica, Inc., a Delaware corporation (the “Company”), the purchasers of the Company’s Series B Preferred Stock set forth on Exhibit A hereto (the “New Investors”), the holders of the Company’s Series A Preferred Stock set forth on Exhibit B hereto (the “Prior Investors”), the Series A Warrant holders listed on Exhibit C-1 hereto, the Common Stock Warrant holder listed on Exhibit C-2 hereto, and the Founders listed on Exhibit D hereto.

TERCICA MEDICA, INC. AMENDMENT TO KEY EMPLOYEE AGREEMENT FOR JOHN A. SCARLETT, M.D.
Key Employee Agreement • September 12th, 2003 • Tercica Inc

This Amendment (the “Amendment”) is made as of May 15, 2002, to the Key Employee Agreement (“Agreement”), dated as of February 27, 2002, entered into by and between JOHN A. SCARLETT, M.D. (“Executive”) and TERCICA MEDICA, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Agreement.

TERCICA MEDICA, INC. KEY EMPLOYEE AGREEMENT FOR HOWARD MOORE
Key Employee Agreement • September 12th, 2003 • Tercica Inc • California

This KEY EMPLOYEE AGREEMENT (“Agreement”), dated as of May , 2002 (the “Employment Date”), is entered into by and between HOWARD MOORE (“Executive”) and TERCICA MEDICA, INC., a Delaware corporation (the “Company”).

TERCICA MEDICA, INC. KEY EMPLOYEE AGREEMENT FOR ROSS G. CLARK, PhD
Key Employee Agreement • September 12th, 2003 • Tercica Inc • California

This KEY EMPLOYEE AGREEMENT (“Agreement”), dated as of May 15, 2002 (the “Employment Date”), is entered into by and between ROSS G. CLARK, PHD (“Executive”) and TERCICA MEDICA, INC., a Delaware corporation (the “Company”).

TERCICA MEDICA, INC. KEY EMPLOYEE AGREEMENT FOR JOHN A. SCARLETT, M.D.
Key Employee Agreement • September 12th, 2003 • Tercica Inc • California

This KEY EMPLOYEE AGREEMENT (“Agreement”), dated as of February 27, 2002 (the “Employment Date”), is entered into by and between JOHN A. SCARLETT, M.D. (“Executive”) and TERCICA MEDICA, INC., a Delaware corporation (the “Company”).

TERCICA, INC.
2003 Stock Plan • September 12th, 2003 • Tercica Inc • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

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