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
                                                                                  
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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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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