Form of Subscription Agreement under the 2004 Employee Stock Purchase Plan



 EXHIBIT 10.4B 
  
 SAMPLE SUBSCRIPTION AGREEMENT 
  
 TERCICA, INC. 
  
 2004 EMPLOYEE STOCK PURCHASE PLAN 
  
 SUBSCRIPTION AGREEMENT 
  

			
	              Original Application
	  	Offering Date:             
	              Change in Payroll Deduction Rate
	  	 
	              Change of Beneficiary(ies)
	  	 

  

	1.	 	                         hereby elects to participate
in the Tercica, Inc. 2004 Employee Stock Purchase Plan (the “Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan. 

  

	2.	 	I hereby authorize payroll deductions from each paycheck in the amount of         % of my Compensation on each payday (from 0 to 10%)
during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted.) 

  

	3.	 	I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan. I
understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option. 

  


	4.	 	I have received a copy of the complete Plan. I understand that my participation in the Plan is in all respects subject to the terms of the Plan. I understand that my ability to
exercise the option under this Subscription Agreement is subject to shareholder approval of the Plan. 

  

	5.	 	Shares of Common Stock purchased for me under the Plan should be issued in the name(s) of Employee or Employee and Spouse only. 

  

	6.	 	I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Offering Date (the first day of the Offering Period during which I
purchased such shares) or one year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares
at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for Federal,
state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold 









	    	 	from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as
having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such
disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital
gain. 

  

	7.	 	I hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan.


  

	8.	 	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and/or shares due me under the Plan: 

  

							
	 NAME: (Please print)
	 	  


	 	 	(First)	 	(Middle)	 	(Last)
	  

	 	  


	 Relationship
	 	 	 	 	 	 
	  

	 	  


	 Percentage Benefit
	 	(Address)	 	 	 	 
		
	 NAME: (please print)
	 	  


	 	 	(First)	 	(Middle)	 	(Last)
	  

	 	  


	 Relationship
	 	 	 	 	 	 
	  

	 	  


	 Percentage of Benefit
	 	(Address)	 	 	 	 

  

 2 









					
	 Employee’s Social
 Security Number:
	 	 	 	 
	 	 	
	 	 
	 Employee’s Address:
	 	 	 	 
	 	 	
	 	 
	 	 	 	 	 
	 	 	
	 	 
	 	 	 	 	 
	 	 	
	 	 

  
 I UNDERSTAND THAT THIS SUBSCRIPTION
AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME. 
  

							
	 Dated:
	  	  

	  	 	  	  


	 	  	 	  	 	  	Signature of Employee
				
	 	  	 	  	 	  	  


	 	  	 	  	 	  	Spouse’s Signature (If beneficiary other than spouse)

  

 3 








 SAMPLE WITHDRAWAL NOTICE 
  
 TERCICA, INC. 
  
 2004 EMPLOYEE STOCK PURCHASE PLAN 
  
 NOTICE OF WITHDRAWAL 
  
 The undersigned participant in the Offering Period of the Tercica, Inc. 2004 Employee Stock Purchase Plan which began on
                        ,          (the “Offering Date”) hereby
notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such
Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares
in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. 
  

	
	 Name and Address of Participant:

	
	
  

  


	
	 Signature:

	  





			
		
	 Date: