**Exhibit 4.6B**

**FORM OF RIGHT CERTIFICATE**

 

NOT EXERCISABLE AFTER OCTOBER 26, 2016 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARESUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. 

**RIGHT CERTIFICATE**

**TERCICA, INC.**

Thiscertifies that                                      orregistered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 13, 2006 (the“Rights Agreement”), between Tercica, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (assuch term is defined in the Rights Agreement) and prior to 5:00 p.m., Eastern Time, on October 26, 2016 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-hundredth of afully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a purchase price of $40.00 per one one-hundredth of a Preferred Share (the“Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a PreferredShare which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of October 27, 2006, based on the Preferred Shares as constituted at such date. 

From and after the time any Person becomes an Acquiring Person, (as such terms are defined in the Rights Agreement), if the Rights evidenced by thisRight Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate orAffiliate who becomes a transferee after the Acquiring Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee priorto or concurrently with the Acquiring Person becoming such, such Rights shall become null and void without any further action and no holder hereof shall have any right with respect to such Rights from and after the time any Person becomes anAcquiring Person. 

As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a Preferred Share whichmay be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. 

 

1 

This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement,as amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations ofrights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentionedoffices of the Rights Agent. 

This Right Certificate, with or without other Right Certificates, upon surrender at the office of the RightsAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced bythe Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate orRight Certificates for the number of whole Rights not exercised. 

Subject to the provisions of the Rights Agreement, the Rights evidencedby this Certificate (i) may be redeemed by the Company at a redemption price of $0.001 per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Common Stock, par value $0.001 per share, or, upon circumstancesset forth in the Rights Agreement, cash, property or other securities of the Company, including fractions of a share of Preferred Stock. 

No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company,be evidenced by depositary receipts) but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. 

No holder ofthis Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shallanything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted tostockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends orsubscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. 

This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 

 

2 

**WITNESS**the facsimile signature of the proper officers of the Company and itscorporate seal. Dated as of                     . 

 
**ATTEST:**  **TERCICA, INC.**
 

**[Tercica’s Secretary’sName]**

**Secretary**
  
 

**[Tercica’s President’sName]**

**President**

 
**COUNTERSIGNED:**
**COMPUTERSHARE TRUST COMPANY, N.A.**

as Rights Agent
By: 
 
 **[Authorized Signature]**
 

3 

**Form of Reverse Side of Right Certificate**

**FORM OF ASSIGNMENT**

**(To be executed by the registered holder if such**

**holder desires to transfer the Right Certificate.)**

**FOR VALUE RECEIVED**                                                                                                                                                 hereby sells, assigns and transfers unto 

__________________________________________________________________________________________________________ 

(Please print name and address of transferee) 

                                                                                                                                                                                             this Right Certificate, together with all right, title andinterest therein, and does hereby irrevocably constitute and appoint                                     Attorney, to transfer thewithin Right Certificate on the books of the within-named Company, with full power of substitution. 

Dated:                    

 

 

Signature

**SIGNATURE GUARANTEED:**

Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Actof 1934, as amended. 

 

The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or anAffiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificatefrom any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. 

 

 

Signature

**FORM OF ELECTION TO PURCHASE**

**(To be executed if holder desires to exercise**

**Rights represented by the RightCertificate.)**

**To: Computershare Trust Company, N.A.**

The undersigned hereby irrevocably elects to exercise                                                                                                                     Rights represented by thisRight Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: 

Please insert social security 

or other identifying number:                     

__________________________________________________________________________________________________________ 

(Please print name and address) 

__________________________________________________________________________________________________________ 

If such number of Rights shall not beall the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: 

Please insert social security 

or other identifying number:                     

__________________________________________________________________________________________________________ 

(Please print name and address) 

__________________________________________________________________________________________________________ 

Dated:                     

 

 

Signature

**SIGNATURE GUARANTEED:**

Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Actof 1934, as amended. 

 

The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate orAssociate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Personwho is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. 

 

 

Signature

 

**NOTICE**

The signature in the Form of Assignment or Form of Election to Purchase, as the case may be,must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. 

In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner ofthe Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored.