Exhibit 10.9U

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March 31, 2005



Chris E. Rivera

22016 238thPlace SE

Maple Valley, WA 98038



Dear Chris:



We are pleased to offer you a position with Tercica, Inc., as its Senior Vice President, Commercial Operations, reporting to
the Chief Operating Officer. If you decide to join us, you will receive an annual salary of $250,000, less standard payroll deductions and all required withholdings. Your salary will be paid semi-monthly in accordance with our normal payroll
procedures, and, as an employee, you will also be eligible to receive standard employee benefits, including the benefits detailed in Exhibit A.



We currently anticipate that your annual bonus may be up to 30% of your annual salary, at the Companys discretion, dependent upon both Company and
individual performance.



In addition, if you decide to join us,
you will receive a grant for an option to purchase 130,000 shares of common stock of Tercica. The option will have an exercise price equal to the closing price of the Companys common stock on the Nasdaq market on your employment start date
(i.e., your first day of employment with us). During the term of your employment, 25% of the shares subject to the option will vest on the one-year anniversary of your start date, and the remaining shares will vest ratably over the next thirty-six
(36) months. All option grants will be subject to the terms and conditions of our stock option plan and form of stock option agreement.



The Company will pay you $6,000 per month, less standard payroll deductions and all required withholdings, for the cost of temporary housing expenses and
travel to and from the San Francisco Bay Area. You will be eligible for this monthly payment until eighteen (18) months from your start date.



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In addition, if the Company terminates your employment without Cause (as defined in Exhibit B)
and not within 12 months after a Change of Control (as defined in Exhibit B), then, subject to your entering into and not revoking the Companys standard form of release of claims in favor of the Company, you will receive a severance
payment equal to three (3) months of your base salary in effect at the time of termination, the shares subject to your stock options will not continue to vest after the date of termination, and you will have ninety (90) days to exercise all those
stock option shares that have vested as of the date of termination.



If the Company terminates your employment without Cause or you terminate your employment for Good Reason (as defined in Exhibit B) in either case within 12 months after a Change of Control, then, subject to your entering into and not
revoking the Companys standard form of release of claims in favor of the Company, you will receive a severance payment equal to six (6) months of your base salary in effect at the time of termination, the vesting for 50% of the unvested stock
option shares will be accelerated so as to vest as of the date of termination, and you will have ninety (90) days to exercise all those stock option shares that have vested as of the date of termination.



We are excited about your joining Tercica and we look forward to a beneficial
and productive relationship. Please note, however, that your employment with the Company constitutes at-will employment and is subject to all the Terms and Conditions of Employment set forth in Exhibit C, including the provisions of the
Companys At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the Agreement), a copy of which is attached to this letter as Annex 1. Please read both those documents carefully. A
duplicate original of this letter, including Exhibit A, Exhibit B, Exhibit C and the Agreement attached as Annex 1, is enclosed for your records.



This offer of employment is contingent upon demonstration of citizenship or resident alien status. If visa is required, the
granting of employment authorization through the USCIS must be received prior to your employment. The Companys H1-B visa petition will be filed on your behalf, the costs of which will be paid by Tercica. Your first day of employment will be
within three (3) business days of receiving such USCIS approval.



To accept the Companys offer, please sign and date both this letter and the Agreement in the spaces provided and return both to the Company. This offer of employment will terminate if we do not receive your signatures to both this
letter and the Agreement by Wednesday, April 6, 2005. If you accept our offer, your first day of employment will be Monday, April 11, 2005. You understand that, by signing this letter, you are also agreeing to the Terms and Conditions of Employment
set forth in Exhibit C.



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This letter, including Exhibit A, Exhibit B, Exhibit C and the Agreement
attached as Annex 1, sets forth the entire terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral, and may not be modified or amended except by a written agreement signed by
you and approved by the Companys Board of Directors.



We
look forward to your favorable reply and to working with you at Tercica, Inc.



Sincerely,TERCICA, INC./s/ Thomas H. SilbergThomas H. SilbergChief Operating Officer




Agreed to and accepted:



|              |  |                    
|------------- |  | -------------------
|Signature:    |  | /s/ Chris E. Rivera
|Printed Name: |  | Chris E. Rivera    



Date: 4/1/05



Enclosures



Duplicate letter, with Exhibit A, Exhibit B, Exhibit C and Annex 1



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Exhibit A

Benefits



Employee Benefits: You
shall be entitled to all benefits, including medical, dental, vision, life & disability and the Employee Stock Purchase Plan benefits, for which you are or may become eligible under the terms and conditions of the standard Company benefits plans
that may be in effect from time to time and provided by the Company to its employees generally. You shall be entitled to participate in the Companys 401(k) plan, with no matching contribution.



Vacation Accrual: You will be entitled to vacation at a rate of four (4) weeks per
year. Vacation accrual shall be limited to five (5) weeks in the aggregate.



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Exhibit B

Definitions



1.
Definition of Cause for Termination. Cause for termination means: (i) your conviction of any felony, (ii) your participation in any fraud or act of dishonesty against the Company resulting in material damage to the Company,
(iii) your material breach of this offer letter or the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement between you and the Company, or (iv) other wrongful conduct by you that in the good faith and
reasonable determination of the Companys Board of Directors demonstrates your gross unfitness to serve; provided, that in the case of any termination pursuant to the preceding clause (iii) or clause (iv), unless the Companys Board
of Directors determines that such conduct cannot be cured within thirty (30) days, you will be given written notice of the occurrence of such ground for termination and a period of thirty (30) days in which to cure.



2. Definition of Resignation for Good Reason. Good
Reason for resignation means the occurrence of any of the following events, without your express written consent: (i) a significant reduction of your duties, position or responsibilities relative to your duties, position or responsibilities in
effect immediately prior to such reduction, provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired by and made part of a larger entity (as, for example, when,
following a Change of Control, the Chief Financial Officer of the Company remains the Chief Financial Officer of a division or subsidiary of the acquirer that contains the Companys business) shall not constitute a Good Reason, (ii)
a reduction by the Company of your base salary as in effect immediately prior to such reduction (except as part of a base salary reduction generally applicable to executives), or (iii) a material reduction by the Company in the kind or level of
employee benefits to which your are entitled immediately prior to such reduction with the result that your overall benefits package is significantly reduced (except as part of a reduction generally applicable to executives); provided, that
with respect to the preceding clauses (i) through (iii), the Company shall have a period of thirty (30) days following receipt of written notice from you specifying the grounds for a purported voluntary termination for Good Reason to cure any event
or failure that would otherwise constitute Good Reason.



3.
Change of Control. Change of Control means the consummation of any of the following transactions:



(i) a business combination (such as a merger or consolidation) of the Company with any other corporation or other type of business entity (such as a
limited liability company), other than a business combination that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving entity or its parent outstanding immediately after such business combination, or



(ii) the sale, lease, exchange or other transfer or disposition by the
Company to a non-affiliate of all or substantially all of the Companys assets by value.



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Exhibit C

Terms and Conditions of Employment



You should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the
Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks notice. In addition, the Company
reserves the right to modify job titles, salaries and benefits from time to time as it deems necessary.



As were sure you can understand, we need to reserve the right to conduct background investigations and/or reference checks on all of our potential
employees, and we must condition our offers of employment on clearance of such inquiries, if any. In this regard, for purposes of federal immigration law, you will be required to provide us with documentary evidence of your identity and eligibility
for employment in the United States. This documentation must be provided to us within three (3) business days of your date of hire, or we may have to terminate our employment relationship with you.



We also ask that, if you have not already done so, you disclose to us any and
all agreements relating to your prior employment that may affect your eligibility to be employed by Tercica. By signing this letter you represent to Tercica that no agreements prevent you from performing the duties of your position.



As a condition of your employment, you are required to sign and comply with
the Companys At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the Agreement), a copy of which attached to this letter as Annex 1. The Agreement requires, among other
provisions, the assignment to Tercica of patent rights to any inventions made during your employment with us, the non-disclosure of Tercica proprietary information, and the arbitration of all disputes relating to our employment relationship under
this letter or otherwise. Please read the Agreement carefully. Please note that we must receive your signed Agreement before your first day of employment.



As a Company employee, you will be expected to abide by the Companys rules and standards. Specifically, you will be required to sign an
acknowledgment that you have read and that you understand the Companys rules of conduct that are included in the Company Handbook, which the Company will soon complete and distribute to you.



In the event of any dispute or claim relating to or arising out of our
employment relationship, whether under this letter, the Agreement or otherwise, you and the Company agree that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any
and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be



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resolved by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate
discovery, and (v) the Company shall pay all arbitration fees except that you shall pay the first $200.00 of any filing fees associated with any arbitration you initiate.



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Annex 1

At-Will Employment, Confidential Information, Invention Assignment, and

Arbitration Agreement



Attached.