TERCICA, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT Dated as of October 13, 2006Rights Agreement • October 19th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
THIS RIGHTS AGREEMENT (“Agreement”) between TERCICA, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (“Rights Agent”), is entered into as of this 13th day of October, 2006.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of October 13, 2006, by and between 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 and, together with Ipsen and the Company, the Parties).
AFFILIATION AGREEMENTAffiliation Agreement • October 19th, 2006 • Ipsen, S.A. • Pharmaceutical preparations • New York
THIS AFFILIATION AGREEMENT (this Agreement) is made effective as of the Effective Date, by and between: (1) TERCICA, INC., a Delaware corporation with its principal office at 2000 Sierra Point Parkway, Suite 400, Brisbane, California 94005, USA (the Company); (2) SURAYPHARM, a Société par Actions Simplifiée organized under the laws of France with its registered address at 42, rue du Docteur Blanche, 75016 Paris, France (the Investor), which is an assignee of Ipsen (as defined below) under the Purchase Agreement (as defined below) and the purchaser of the Shares (as defined therein); and, solely for purposes of Sections 2.7, 2.9, 2.10, 7 and 8 hereof, (3) IPSEN, S.A., a société anonyme organized under the laws of France with its registered address at 42, rue du Docteur Blanche, 75016 Paris, France (Ipsen).
