Tercica Inc - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Ipsen, S.A.	2. Issuer Name and Ticker or Trading Symbol TERCICA INC [ TRCA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O GENERAL COUNSEL, 42, RUE DU DOCTEUR BLANCHE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/22/2008
(Street) PARIS, I0 75016 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK, PAR VALUE $0.001	7/22/2008		P		410831	A	$8.92	929932 ⁽¹⁾	D
COMMON STOCK, PAR VALUE $0.001	7/22/2008		C		3531687 ⁽²⁾	A	$25037000	4461619	D
COMMON STOCK, PAR VALUE $0.001	7/22/2008		C		5175652 ⁽²⁾	A	$47337000 ⁽³⁾	9637271	D
COMMON STOCK, PAR VALUE $0.001	7/22/2008		C		2067467 ⁽²⁾	A	$15000000	11704738	D
COMMON STOCK, PAR VALUE $0.001	7/22/2008		C		4948795	A	$7.41	16653533	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
FIRST SENIOR CONVERTIBLE PROMISSORY NOTE	$7.41	7/22/2008		C		1		⁽⁴⁾	⁽⁴⁾	COMMON STOCK	3531687	$0	3531687	D
SECOND SENIOR CONVERTIBLE PROMISSORY NOTE	$9.34 ⁽⁵⁾	7/22/2008		C		1		⁽⁴⁾	⁽⁴⁾	COMMON STOCK	5175652	$0	5175652	D
THIRD SENIOR CONVERTIBLE PROMISSORY NOTE	$7.41	7/22/2008		C		1		⁽⁴⁾	⁽⁴⁾	COMMON STOCK	2067467	$0	2067467	D
WARRANT	$7.41	7/22/2008		C		1		⁽⁶⁾	⁽⁶⁾	COMMON STOCK	4948795	$0	4948795	D

Explanation of Responses:
( 1)	This figure includes 519,101 shares of Common Stock acquired by the reporting person on July 30, 2007.
( 2)	This figure is derived by dividing a conversion amount, which includes the corresponding conversion price in Table I and outstanding interest, by the corresponding conversion price in Table II.
( 3)	This figure represents the U.S. dollar amount of the outstanding principal of the EUR denominated face amount as determined by applying the Dollar/Euro conversion rate for July 22, 2008 as quoted at 4 p.m. ET by Reuters on July 22, 2008.
( 4)	Prior to the conversion of the Senior Convertible Promissory Notes (each a "Convertible Note"), each Convertible Note was subject to conversion at any time until the later of (i) the expiration of a five-year period commencing on October 13, 2006 or (ii) two years following the date on which the holder provided notice that it would not convert the Convertible Note in full.
( 5)	This figure represents the U.S. dollar amount of the EUR denominated exercise price as determined by applying the Dollar/Euro conversion rate for July 22, 2008 as quoted at 4 p.m. ET by Reuters on July 22, 2008.
( 6)	Prior to its exercise, the Warrant was exercisable at any time until the expiration of a five-year period commencing on October 13, 2006.

Remarks:
Ipsen, S.A. ("Ipsen") is the reporting person in connection with this filing,. Suraypharm S.A.S. (a wholly owned indirect subsidiary) is also a party to that certain Common Stock Purchase Agreement pursuant to which the shares reported in column 4 of Table I were purchased.

The aggregate number of shares of Common Stock reflected in table I is 16,653,533 shares of Common Stock beneficially owned by the reporting person as of July 22, 2008. Rows 2-5 in Table I represent the Common Stock acquired as a result of the transactions reported in Table II and such shares of Common Stock in Table I should not be aggregated with the shares of Common Stock reported in columns 7 and 9 in Table II.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ipsen, S.A. C/O GENERAL COUNSEL 42, RUE DU DOCTEUR BLANCHE PARIS, I0 75016		X

Signatures
/s/ Willy Mathot		7/23/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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