Form of Specimen Stock Certificate



 Exhibit 4.1 
  

			
	COMMON STOCK	  	COMMON STOCK
		
	PAR VALUE $0.001	  	 THIS CERTIFICATE IS TRANSFERABLE
 IN CANTON, MA AND JERSEY CITY, NJ


  

									
	 Certificate
 Number
 —
	 		  	 TERCICA
 CORPORATE LOGO
	  		  	 Shares
 **0***********
 ****0*********
 ******0*******
 ********0*****
 **********0***


 TERCICA, INC. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  

									
	THIS CERTIFIES THAT	 		  	SPECIMEN	  		  	CUSIP 88078L 10 5
	 	 		  		  		  	 SEE REVERSE FOR        
 CERTAIN DEFINITIONS

	is the owner of	 		  	ZERO	  		  	 

 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON SHARES, PAR VALUE $0.001 PER SHARE, OF 

TERCICA, INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 
 WITNESS the facsimile seal of the Corporation and the facsimile signature of its duly authorized officers. 
  

											
	 	 	  	  	  
  
  
  
  
  
 TERCICA,
INC
  
 CORPORATE SEAL
	  		  	DATED <<Month Day, Year>>
	 /s/ John A. Scarlett, M.D.
	 	  	  	  		  	  
	Chief Executive Officer	 	  	  	  		  	 COUNTERSIGNED AND REGISTERED:
 COMPUTERSHARE TRUST COMPANY, N.A.
 TRANSFER AGENT AND
REGISTRAR,

	 	 	  	  	  		  	 	  	  
	 	 	  	  	  		  	By	  	 VOID

	 	 	  	  	  		  	 	  	AUTHORIZED SIGNATURE
	 /s/ Ajay Bansal
	 	  	  	  		  	 	  	  
	 Chief Financial Officer
 and
Senior Vice President of Finance,
	 	  	  	  		  	 	  	  
	 Corporate Development
 and
Corporate Communications
	 	  	  	  		  	  	  	  

  

	
	  
 SECURITY INSTRUCTIONS ON REVERSE
  









 TERCICA, INC. 
 A statement of the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or
rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and designations thereof, may be obtained by the
holder hereof upon request and without charge at the principal office of the Corporation. 
 The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

							
		 		  		  	UNIF GIFT MIN ACT –              Custodian
            
	TEN COM	 	—	  	as tenants in common	  	                                       
   (Cust)                   (Minor)
				
	TEN ENT	 	—	  	as tenants by entireties	  	under Uniform Gifts to Minors Act             
		 		  		  	                                       
                 (State)
	JT TEN	 	—	  	as joint tenants with right of	  	UNIF TRF MIN ACT –              Custodian (until age    
)            
		 		  	survivorship and not as tenants in	  	                                       
 (Cust)
                                       
 (Minor)
		 		  	common	  	under Uniform Transfers to Minors Act             
		 		  		  	                                       
                           (State)

 Additional abbreviations may also be used though not in the above list. 
  

			
	 	  	 PLEASE INSERT SOCIAL SECURITY OR
 OTHER IDENTIFYING NUMBER OF ASSIGNEE

		 
	For value received,                     hereby sell, assign
and transfer unto	  	  

 __________________________________________________________________________________________________________

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
 __________________________________________________________________________________________________________ 
 __________________________________________________________________________________________________________ 
                                       
                                        
                                        
                                        
                                       Shares

 of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint 
                                       
                                        
                                        
                                        
                               Attorney 
 to transfer said stock on the books of the within named Corporation with full power of substitution in the premises. 
  

			
	Dated:                     
20    	  	 Signature(s) Guaranteed: Medallion Guarantee Stamp
 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

	Signature:
                                       
 	  
	Signature:
                                       
 	  
	 NOTICE: The Signature to this assignment must correspond with the name as written upon the face of the certificate, in every
particular, without alteration or enlargement, or any change whatever.
	  

 This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights
Agreement between Tercica, Inc. (the “Company”) and Computershare Trust Company, N.A. as Rights Agent (the “Rights Agent”), dated as of October 13, 2006, as amended from time to time (the “Rights Agreement”), the
terms of which are herby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company, Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights
Agreement, Rights issued to any person who becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by and subsequent
holder, shall become null and void.