Tercica – May 2, 2008 [NAME] [TITLE] Tercica, Inc. 2000 Sierra Point Pkwy., Suite 400 Brisbane, CA 94005 Re: RSU Accelerated Vesting Dear [NAME], (May 12th, 2008)

This letter is formal notification that pursuant to your offer letter or employment agreement as the case may be, or under the Companys 2004 Stock Option Plan, when the vesting of your stock options is accelerated due to a change of control, the vesting of your RSUs will be similarly (i.e., as regards percent of unvested) accelerated. For any RSUs subject to a deferral election (i.e., chosen by you), the delivery of your accelerated vested shares will be governed by the terms of your RSU Agreement and Deferral Election Agreement.

Tercica – 2008 Compensation Information for Executive Officers (May 12th, 2008)

The table below provides certain information regarding (i) the annual base salaries as of January 1, 2008 of the current executive officers of Tercica, Inc. (the Company) listed below; (ii) the number of shares of the Companys common stock subject to stock options granted in March 2008 to the executive officer of the Company listed below (and, with respect to Dr. Scarlett, in April 2008); and (iii) the number of restricted stock units (RSUs) granted in March 2008 to the executive officers of the Company listed below (and, with respect to Dr. Scarlett, in April 2008):

Tercica – 2007 Executive Officer Cash Compensation Arrangements (May 4th, 2007)

The table below provides certain information regarding the 2007 annual base salary and target bonus amounts for each executive officer of Tercica, Inc. (the Company):