Amendment to Amended and Restated Investor's Rights Agreement



 Exhibit 10.11 
  
 TERCICA, INC. 
 (a Delaware corporation) 
  
 AMENDMENT TO

 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
  
 This Amendment to Amended and Restated Investors’ Rights Agreement (this “Amendment”) is entered into
as of February 27, 2004. 
  
 WHEREAS, Tercica, Inc., a Delaware
corporation (the “Company”), and certain stockholders of the Company are parties to that certain Amended and Restated Investors’ Rights Agreement dated July 9, 2003 (the “Rights Agreement”); and 
  
 WHEREAS, the Company has filed with the Securities and Exchange
Commission a Registration Statement on Form S-1 (No. 333-108729) (as amended form time to time, the “Registration Statement”) for the underwritten public offering of shares of the Company’s Common Stock (the “Public
Offering”); and 
  
 WHEREAS, the Company and the
undersigned, who collectively hold the power to amend the Rights Agreement pursuant to Section 5.1 thereof, wish to amend the Rights Agreement in connection with the Public Offering; and 
  
 WHEREAS, the Company and the undersigned acknowledge that the parties to the Rights Agreement will benefit from the Public
Offering: 
  
 NOW THEREFORE, in consideration of the foregoing,
and for other good and valuable consideration, the parties hereto agree as follows: 
  
 Section 1. The first paragraph of Subsection (a) of Section 2.5 of the Rights Agreement is amended and restated in its entirety to read as follows: 
  
 “(a) Request for Registration. If (x) the Company shall receive at any time after the earlier of (a)
four years from the closing date of the Series A Financing or (b) 180 days after the effective date of the closing of a bona fide, firmly underwritten public offering in which the Preferred Stock converts to Common Stock (whether as a result of an
automatic conversion pursuant to a Qualified IPO or pursuant to the affirmative vote or written consent to effect such conversion, on or before June 15, 2004, from (x) the holders of at least a majority of the outstanding shares of Preferred Stock,
voting together as a separate class, and (y) the holders of at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock), a written request from the Initiating Holders that the Company file a registration statement with
respect to the Registrable Securities; provided:” 
  
 Section 2. Section 2.14 of the Rights Agreement is amended and restated in its entirety to read as follows: 
  
 “2.14 Standoff Agreement. Each Holder agrees, in connection with the closing of a bona fide, firmly underwritten public offering in which the
Preferred Stock converts to Common Stock (whether as a result of an automatic conversion pursuant to a Qualified IPO or pursuant to the affirmative vote or written consent to effect such conversion, on or before June 15, 2004, from (x) the holders
of at least a majority of the outstanding shares of Preferred Stock, voting together as a separate class, and (y) the holders of at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock), not to sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration, if any), without the prior written consent of the underwriters, for one hundred eighty (180) days from
the effective date of such registration; provided, that such restrictions shall not apply to the sale of any shares to an underwriter pursuant to the underwriting agreement, and provided further that the officers and directors
of the Company who own stock of the Company and all greater than one percent 







 
(1%) stockholders of the Company, on a Fully Diluted Basis, also agree to such restrictions. In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such restricted period, and each Holder hereby
agrees that, if so requested, such Holder will execute an agreement in the form provided by the managing underwriter containing terms which are essentially consistent with the provisions of this Section 2.14.” 
  
 Section 3. Section 2.15 of the Rights Agreement is amended and
restated in its entirety to read as follows: 
  
 “2.15
Termination of Registration Rights. The rights granted under this Section 2 shall terminate on the earlier to occur of the following: (i) the fifth anniversary of the closing of a bona fide, firmly underwritten public offering in which the
Preferred Stock converts to Common Stock (whether as a result of an automatic conversion pursuant to a Qualified IPO or pursuant to the affirmative vote or written consent to effect such conversion, on or before June 15, 2004, from (x) the holders
of at least a majority of the outstanding shares of Preferred Stock, voting together as a separate class, and (y) the holders of at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock); or (ii) as to a particular Holder,
when such Holder is eligible to sell all of its Registrable Securities (together with any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144 under the Securities Act) within a 90 day period in reliance on Rule 144
under the Securities Act.” 
  
 Section 4. Subsection
(i) of Section 3.2(f) of the Rights Agreement is amended and restated in its entirety to read as follows: 
  
 “(i) The closing of a bona fide, firmly underwritten public offering in which the Preferred Stock converts to Common Stock (whether as a result of
an automatic conversion pursuant to a Qualified IPO or pursuant to the affirmative vote or written consent to effect such conversion, on or before June 15, 2004, from (x) the holders of at least a majority of the outstanding shares of Preferred
Stock, voting together as a separate class, and (y) the holders of at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock); or” 
  

Section 5. Section 4.5 of the Rights Agreement is amended and restated in its entirety to read as follows: 
  
 “4.5 Termination of Covenants. The covenants set forth in
Sections 4.1, 4.2 and 4.3 shall terminate and be of no further force or effect immediately prior to the closing of the Company’s first firm commitment underwritten public offering pursuant to an effective registration statement filed by the
Company under the Securities Act. The covenants set forth in Sections 4.6, 4.7 and 4.10 shall terminate and be of no further force or effect immediately prior to the closing of a bona fide, firmly underwritten public offering in which the Preferred
Stock converts to Common Stock (whether as a result of an automatic conversion pursuant to a Qualified IPO or pursuant to the affirmative vote or written consent to effect such conversion, on or before June 15, 2004, from (x) the holders of at least
a majority of the outstanding shares of Preferred Stock, voting together as a separate class, and (y) the holders of at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock).” 
  
 Section 6. Notwithstanding Section 5.8 of the Rights Agreement, this
Amendment, collectively with the Rights Agreement, the Genentech Rights Agreement (as defined in the Rights Agreement) and any Amendment to such Genentech Rights Agreement, constitute the full and entire understanding and agreement between the
parties regarding the matters set forth in the Rights Agreement. 
  
 Section 7. Except as set forth herein, the Rights Agreement shall remain in full force and effect. 
  
 [Signature page follows] 
  
  

 -2- 








 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. 

 

			
	TERCICA, INC.
		
	 By:
	 	 /s/    Timothy P. Lynch        


		
	 Name:  
	 	 Timothy P. Lynch


		
	 Title:
	 	 Chief Financial Officer




  

 [Signature page to Amendment to Amended and Restated Investors’ Rights Agreement]









 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. 

 

									
	 MPM BIOVENTURES III, LP
	 	 	 	 MPM ASSET MANAGEMENT INVESTORS 2002 BVIII LLC

					
	By:	 	MPM BioVentures III GP, L.P., its General Partner	 	 	 	By:	 	 /s/    Dennis Henner        


Dennis Henner
 Manager

	By:	 	MPM BioVentures III LLC, its General Partner	 	 	 	 	 
					
	By:	 	 /s/    Dennis Henner        

	 	 	 	 	 	 
	 	 	Dennis Henner	 	 	 	 	 	 
	 	 	Series A Member	 	 	 	 	 	 
			
	 MPM BIOVENTURES III-QP, LP
	 	 	 	 MPM BIOEQUITIES FUND GMBH & CO. KG

					
	By:	 	MPM BioVentures III GP, L.P., its General Partner	 	 	 	By:	 	MPM BioEquities GP, L.P., in its capacity as the Managing Limited Partner
					
	By:	 	MPM BioVentures III LLC, its General Partner	 	 	 	By:	 	MPM BioEquities GP LLC, its General Partner
					
	By:	 	 /s/    Dennis Henner        

	 	 	 	By:	 	 /s/    Robert W. Liptak        


	 	 	Dennis Henner	 	 	 	 	 	Robert W. Liptak
	 	 	Series A Member	 	 	 	 	 	Manager
			
	 MPM BIOVENTURES III PARALLEL FUND, LP
	 	 	 	 MPM BIOEQUITIES MASTER FUND, LP

					
	By:	 	MPM BioVentures III GP, L.P., its General Partner	 	 	 	By:	 	MPM BioEquities GP, L.P., its General Partner
					
	By:	 	MPM BioVentures III LLC, its General Partner	 	 	 	By:	 	MPM BioEquities GP LLC, its General Partner
					
	By:	 	 /s/    Dennis Henner        

	 	 	 	By:	 	 /s/    Robert W. Liptak        


	 	 	Dennis Henner	 	 	 	 	 	Robert W. Liptak
	 	 	Series A Member	 	 	 	 	 	Manager
			
	 	 	 	 	 MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG

					
	 	 	 	 	 	 	By:	 	MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner
					
	 	 	 	 	 	 	By:	 	MPM BioVentures III LLC, its General Partner
					
	 	 	 	 	 	 	By:	 	 /s/    Dennis Henner        


	 	 	 	 	 	 	 	 	Dennis Henner
	 	 	 	 	 	 	 	 	Series A Member

  

 [Signature page to Amendment to Amended and Restated Investors’ Rights Agreement]









 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. 

 

			
	PROSPECT VENTURE PARTNERS II, L.P.
		
	 By:
	 	Prospect Management Co. II, LLC, its General Partner
		
	 By:
	 	 /s/    Alex Barkas


	 	 	 Alex Barkas
 Managing Member

	
	PROSPECT ASSOCIATES II, L.P.
		
	 By:
	 	Prospect Management Co. II, LLC, its General Partner
		
	 By:
	 	 /s/    Alex Barkas


	 	 	 Alex Barkas
 Managing Member



  

 [Signature page to Amendment to Amended and Restated Investors’ Rights Agreement]









 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. 

 

									
	 RHO VENTURES IV, L.P.
	 	 	 	 RHO VENTURES IV (QP), L.P.

					
	By:	 	Rho Management Ventures IV, L.L.C., General Partner	 	 	 	By:	 	Rho Management Ventures IV, L.L.C., General Partner
					
	By:	 	 /s/    Mark Leschly

	 	 	 	By:	 	 /s/    Mark Leschly


					
	Name:	 	 Mark Leschly

	 	 	 	Name:	 	 Mark Leschly


					
	Title:	 	 Managing Partner

	 	 	 	Title:	 	 Managing Partner


			
	 RHO VENTURES IV GMBH & CO. BETILIGUNGS KG
	 	 	 	 RHO MANAGEMENT TRUST I

					
	By:	 	Rho Capital Partners Verwaltungs GmbH, General Partner	 	 	 	By:	 	Rho Capital Partners, Inc., as Investment Adviser
					
	By:	 	 /s/    Mark Leschly

	 	 	 	By:	 	 /s/    Mark Leschly


					
	Name:	 	 Mark Leschly

	 	 	 	Name:	 	 Mark Leschly


					
	Title:	 	 Managing Partner

	 	 	 	Title:	 	 Managing Partner



  
  

 [Signature page to Amendment to Amended and Restated Investors’ Rights Agreement]









 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. 

 

			
	MEDIMMUNE VENTURES, INC.
		
	 By:
	 	 /s/    Wayne T. Hockmeyer, Ph. D.        


	 	 	 Wayne T. Hockmeyer, Ph.D.
 President



  

 [Signature page to Amendment to Amended and Restated Investors’ Rights Agreement]