0001193125-06-155956 Sample Contracts

VOTING AGREEMENT

Voting Agreement • July 28th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • Delaware

• Contract Type
  Voting Agreement
• Filed
  July 28th, 2006
• Company
  Ipsen, S.A.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

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 société anonyme (Ipsen) and Suraypharm, a French société par actions simplifiée, a subsidiary of Ipsen (Suraypharm).

STOCK PURCHASE AND MASTER TRANSACTION AGREEMENT

Stock Purchase and Master Transaction Agreement • July 28th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • New York

• Contract Type
  Stock Purchase and Master Transaction Agreement
• Filed
  July 28th, 2006
• Company
  Ipsen, S.A.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

Joint Filing Agreement

Joint Filing Agreement • July 28th, 2006 • Ipsen, S.A. • Pharmaceutical preparations

• Contract Type
  Joint Filing Agreement
• Filed
  July 28th, 2006
• Company
  Ipsen, S.A.
• Industry
  Pharmaceutical preparations

The undersigned hereby agree that the Statement on Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 3 is filed on behalf of each of us.