Tercica (TRCA)

LICENSE AND COLLABORATION AGREEMENT

THIS INCRELEX™ LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), is entered into as of the Effective Date (defined below) by and between Tercica, Inc., a company incorporated under the laws of Delaware with offices at 2000 Sierra Point Parkway, Suite 400, Brisbane, CA 94005, United States of America (“Licensor”) and Beaufour Ipsen Pharma, a company incorporated under the laws of France with offices at 24 rue Erlanger, 75016 Paris, France (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Whereas, Licensor is engaged in the business of developing and marketing of pharmaceutical products; and

Whereas, Licensor and Genentech Inc. (“GNE”) have entered into that certain License and Collaboration Agreement dated April 15, 2002 (the “GNE US License”); and Licensor and GNE have also entered into that certain International License and Collaboration Agreement dated July 25, 2003 (the “GNE Ex-US License”); whereby GNE has granted to Licensor certain rights in the Licensed Product (as defined below) under GNE’s technology, know-how and/or intellectual property rights to permit Licensor to develop, commercialize, market and promote the Licensed Product in the United States of America, and outside the United States of America, respectively; and

Whereas, Licensor and Fujisawa Pharmaceutical Co, Ltd (“Fujisawa”) have entered into a license agreement dated December 25, 2003 whereby Fujisawa has granted to Licensor certain rights in the Licensed Product under certain patent rights of Fujisawa to permit Licensor to label, promote, distribute, manufacture, use, import and sell the Licensed Product in all countries and territories worldwide but excluding Japan (the “Fujisawa License”); and

Whereas, Licensor, as of the Execution Date has obtained regulatory approval for, and is marketing the Initial Product (as defined below) under the tradename Increlex^® in the United States and is currently conducting additional research and development activities with respect to obtaining regulatory approval for the Licensed Product (the “Licensor On-going Development” as further defined below); and

Whereas, Licensor is seeking a partner for the development and, following regulatory approval, distribution of the Licensed Product in the Territory (as defined below); and

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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Whereas, Licensee has the marketing and sales force in the Territory to enable it to effectively market the Licensed Product in the Territory; and

Whereas, Licensor and Licensee (or its Affiliate), on the Execution Date, also are entering into that certain Stock Purchase and Master Transaction Agreement, and will enter into pursuant thereto such other agreements, including the Voting Agreement, Registration Rights Agreement, Investor Rights Agreement, Convertible Note Agreement, and related transaction documents, including the issuance of a Warrant to purchase shares of Common Stock of Licensee (collectively, the “Equity Transaction Documents”); and

Whereas, Licensee, Licensee’s Affiliate, and Licensor, on the Effective Date, are also entering into that certain Somatuline License and Collaboration Agreement pursuant to which, among other things, Licensee will exclusively license to Licensor, Licensee’s product Somatuline Autogel, for sale by Licensor in the United States and Canada (the “Somatuline Agreement”).

LICENSE AND COLLABORATION AGREEMENT

THIS SOMATULINE^® LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), is entered into as of the Effective Date (defined below) by and between SCRAS, a company incorporated under the laws of France with offices at 42 rue du Docteur Blanche, 75016 Paris, France (“SCRAS”) and Beaufour Ipsen Pharma, a company incorporated under the laws of France with offices at 24 rue Erlanger, 75016 Paris, France (“BIP”) (SCRAS and BIP acting jointly being together referred to as “Licensors”), and Tercica, Inc. a company incorporated under the laws of Delaware with offices at 2000 Sierra Point Parkway, Suite 400, Brisbane, CA 94005, United States of America (“Licensee”). BIP, SCRAS, either individually or acting jointly as Licensors on the one hand, and Licensee, on the other hand, are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Whereas, Licensors are engaged in the business of developing and marketing of pharmaceutical products; and

Whereas, BIP, as of the Execution Date has obtained regulatory approval for, and is marketing the Initial Product (as defined below) under the tradename Somatuline Autogel^® in the European Union and is currently conducting additional research and development activities with respect to obtaining regulatory approval for the Licensed Product in the United States (the “Licensor On-going Development” as further defined below); and

Whereas, Licensors are seeking a partner for the development and, following regulatory approval, distribution of the Licensed Product in the Territory (as defined below); and

Whereas, Licensee has the marketing and sales force in the Territory to enable it to effectively market the Licensed Product in the Territory; and

Whereas, Licensee and an Affiliate of BIP, on the Execution Date, also are entering into that certain Stock Purchase and Master Transaction Agreement, and will enter into pursuant thereto such other agreements, including the Voting Agreement, Registration Rights Agreement, Investor Rights Agreement, Convertible Note Agreement, and related transaction documents, including the issuance of a Warrant to purchase shares of Common Stock of Licensee (collectively, the “Equity Transaction Documents”); and

[*]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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Whereas, Licensee and BIP, on the Effective Date, are also entering into that certain Increlex License and Collaboration Agreement pursuant to which, among other things, Licensee will exclusively license to BIP, Licensee’s product Increlex™, for sale by BIP in all countries of the world, excluding the United States, Canada, Japan and certain other countries (the “Increlex Agreement”).