WARRANT

Exhibit 4.4

WARRANT

THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

October 13, 2006

A. Warrant (this Warrant) to purchase up to such number of shares of Common Stock (the Warrant Shares) consisting of the greater of: (i) Four Million Nine Hundred Forty-Eight Thousand Seven Hundred Ninety-Five (4,948,795) shares (the Baseline Amount); or (ii) the sum of the Baseline Amount plus the Variable Amount. For the purposes of this paragraph, the Variable Amount shall be determined in accordance with the following formula:

Variable Amount = a + b + c – d – e

where:

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involving the Company and other entities (including without limitation, joint venture, licensing, collaboration, manufacturing, development, marketing or distribution arrangements) if the right of first offer set forth in Section 5 of the Affiliation Agreement is not applicable to such issuance;

B. In consideration for the Investor agreeing to enter into that certain Stock Purchase and Master Transaction Agreement, dated as of the date hereof, between the Investor and the Company (the Stock Purchase Agreement), the Company hereby agrees that the Investor or any other Warrant Holder (as defined below) is entitled, on the terms and conditions set forth below, to purchase from the Company at any time during the Exercise Period (as defined below) up to the number of Warrant Shares defined in paragraph A above in fully paid and nonassessable shares of Common Stock at the Exercise Price (hereinafter defined), as the same may be adjusted from time to time pursuant to Section 6 hereof. The resale of the shares of Common Stock or other securities issuable upon exercise or exchange of this Warrant is subject to the provisions of the Registration Rights Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Stock Purchase Agreement.

1. DEFINITIONS

Additional Shares of Common Stock shall have the meaning assigned to it in Section 6(f)(vi).

Adjustment Events shall mean (1) any reclassification or change of Common Stock (other than a change in par value, as a result of a Subdivision or Combination or in connection with an Excluded Merger or Sale), (2) any consolidation, merger or

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mandatory share exchange of the Company with or into another corporation (other than a merger or mandatory share exchange with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change other than a change in par value or as a result of a Subdivision or Combination), other than an Excluded Merger or Sale.

Affiliate shall mean any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under direct or indirect common control with any other Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the term “controls” and “controlled” have meanings correlative to the foregoing.

Affiliation Agreement means that certain Affiliation Agreement dated as of the date of this Warrant between the Company, Investor and Suraypharm, a French société par actions simplifiée.

Aggregate Consideration shall have the meaning assigned to it in Section 6(f)(iv).

Aggregate Exercise Price shall have the meaning assigned to it in Section 2(a).

Baseline Amount shall have the meaning assigned to it in paragraph A of this Warrant.

Cashless Exercise shall have the meaning assigned to it in Section 2(c).

Closing Price as of any particular day shall mean the closing price per share of the Company’s Common Stock as reported by Bloomberg L.P. on such day.

Combination shall have the meaning assigned to it in Section 6(c).

Common Stock shall mean the common stock, par value $0.001 per share, of the Company.

Common Stock Outstanding shall have the meaning assigned to it in Section 6(f)(ii).

Company shall mean Tercica, Inc.

Convertible Notes shall mean the First Convertible Note, the Second Convertible Note and the Third Convertible Note, as those terms are defined in the Stock Purchase Agreement.

Convertible Securities shall have the meaning assigned to it in Section 6(f)(v).

Effective Price shall have the meaning assigned to it in Section 6(f)(vii).

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Excluded Merger or Sale shall mean a transaction involving (A) sale of all or substantially all of the assets of the Company, or (B) any merger, consolidation or similar transaction where the consideration payable to the stockholders of the Company by the acquiring Person consists substantially entirely of cash or where the acquiring Person does not agree to assume the obligations of the Company under any outstanding warrants (including this Warrant).

Exercise Date shall have the meaning assigned to it in Section 2(a).

Exercise Notice shall have the meaning assigned to it in Section 2(a).

Exercise Period shall mean that period beginning upon the First Closing Date and continuing until the expiration of the five-year period thereafter, subject to earlier termination in accordance with Section 6 hereof.

Exercise Price shall mean $7.41, as adjusted in accordance with Section 6 hereof.

First Closing shall have the meaning assigned to it in the Stock Purchase Agreement.

Investor shall mean Ipsen, S.A., a French société anonyme.

Investor Diluted Common shall mean the aggregate of (i) the then-outstanding Common Stock plus (ii) the then-unexercised Warrant Shares plus (iii) the then-unconverted Note Shares; provided that for purposes of the definition of Investor Diluted Common, the Investor and its Affiliates (A) shall be deemed to beneficially own Note Shares under any unissued Convertible Notes if the Milestone Payment may still be achieved under the terms of the Somatuline Autogel License; (B) shall be deemed to be the beneficial owner only of the Baseline Amount of the Warrant Shares; and (C) shall not be deemed to beneficially own the shares of Company’s capital stock subject to the Voting Agreements.

Liquidating Dividend shall mean a distribution by the Company of its assets or evidences of indebtedness to the holders of its Common Stock as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law or any distribution to such holders made in respect of the sale of all or substantially all of the Company’s assets (other than under the circumstances provided for in Sections 6(a)-(d)).

Liquidating Dividend Adjustment Amount shall mean the kind and amount of such Liquidating Dividend per share of Common Stock multiplied by the number of Warrant Shares that, on the record date for such Liquidating Dividend, are issuable upon such exercise of the Warrant (with no further adjustment under Section 6 hereof being made following any event which causes a subsequent adjustment in the number of Warrant Shares issuable upon exercise hereof).

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Milestone Payment shall have the meaning assigned to it in the Somatuline Autogel License.

New Warrant shall have the meaning assigned to it in Section 6(a)(i).

Note Shares shall have the meaning assigned to it in the Stock Purchase Agreement.

Per Share Warrant Value shall mean the difference resulting from subtracting the Exercise Price from the average of the Closing Prices on each of the ten Trading Days immediately preceding an Exercise Date (as defined in Section 2(a)).

Person shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Principal Market shall mean the Nasdaq Global Market, the Nasdaq Capital Market, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock.

Reference Price shall mean $4.75.

Rights shall have the meaning assigned to it in the Rights Agreement.

Rights Agreement shall have the meaning assigned to it in the Affiliation Agreement.

Securities shall have the meaning assigned to it in Section 5(a).

SEC shall mean the United States Securities and Exchange Commission.

Somatuline Autogel License has the meaning assigned to it in the Stock Purchase Agreement.

Stock Dividend shall mean a payment by the Company of a dividend or other distribution in the Common Stock of the Company to all holders of the Common Stock of the Company.

Stock Purchase Agreement shall have the meaning assigned to it in paragraph B of this Warrant.

Subdivision shall have the meaning assigned to it in Section 6(b).

Trading Day shall mean any day other than a Saturday or a Sunday on which the Principal Market is open for trading in equity securities.

Transfer shall have the meaning assigned to it in Section 13(d) hereof.

Trigger Price shall have the meaning assigned to it in Section 6(f)(i).

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Variable Amount shall have the meaning assigned to it in paragraph A of this Warrant.

Voting Agreements shall have the meaning assigned to it in the Stock Purchase Agreement.

Warrant Adjustment Factor shall mean a fraction, the numerator of which is the total number of shares of Common Stock outstanding immediately after the relevant Subdivision, Combination or Stock Dividend, and the denominator of which is the total number of shares of Common Stock existing immediately prior to such event.

Warrant Holder shall mean the Investor or any permitted assignee or permitted transferee of this Warrant pursuant to Section 13(d).

Warrant Shares shall have the meaning assigned to it in paragraph A of this Warrant.

2. EXERCISE

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accordance with paragraph (b) above, elect to effect a cashless exercise by so indicating on the Exercise Notice and including a calculation of the number of Warrant Shares to be issued upon such exercise in accordance with the terms hereof (a Cashless Exercise). In the event of a Cashless Exercise, the Warrant Holder shall receive that number of shares of Common Stock determined by (i) multiplying the number of Warrant Shares for which this Warrant is being exercised by the Per Share Warrant Value, and (ii) dividing the product by the average of the Closing Prices on each of the ten Trading Days immediately preceding the Exercise Date, rounded to the nearest whole share. Upon a cashless exercise of some or all of this Warrant, the number of Warrant Shares remaining available for purchase hereunder shall be reduced by the number of Warrant Shares exercised in such cashless exercise (which shall be applied first against the Baseline Amount), under the foregoing formula (notwithstanding that number of shares issued to the Warrant Holder upon such cashless exercise shall be less than the number of Warrant Shares exercised).

3. DELIVERY OF WARRANT SHARES

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4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

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6. ADJUSTMENTS

The Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrant, shall be subject to adjustment from time to time upon the happening of certain events as follows:

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the Warrant Holder at least 10 days before the consummation of such event, the Warrant Holder may exercise this Warrant at any time before the consummation of such event (and such exercise may be made contingent upon the consummation of such event), and any portion of this Warrant that has not been exercised before consummation of such event shall terminate and expire, and shall no longer be outstanding.

For the purposes of this Section 6(f)(i) and Section 6(f)(vii), the following definitions shall apply:

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the then outstanding Convertible Notes could be converted if fully converted on the day immediately preceding the given date, plus (C) the number of Warrant Shares which are issuable upon the exercise of the Warrant on the day immediately preceding the given date.

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any, received by the Company for the issuance of such rights or options or Convertible Securities plus:

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Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

References to Common Stock in the sub-clauses of this Section 6(f) shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 6(f).

Effective Price = (D)/(F)

where D and F have the meaning given them in Section 6(f)(i) above.

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7. NOTICE OF ADJUSTMENTS

Whenever the Exercise Price or number of Warrant Shares shall be adjusted pursuant to Section 6 hereof, the Company shall promptly prepare a certificate signed by its Chief Executive Officer or Chief Financial Officer setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Company’s Board of Directors made any determination hereunder), and the Exercise Price and number of Warrant Shares purchasable at that Exercise Price after giving effect to such adjustment, and shall promptly cause copies of such certificate to be sent by overnight courier to the Warrant Holder.

8. NO IMPAIRMENT

The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution or issue or sale of securities, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrant Holder against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any Warrant Shares above the amount payable therefor on such exercise, and (b) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares on the exercise of this Warrant.

9. RIGHTS AS STOCKHOLDER

Except as set forth in Section 6 above, prior to the exercise of this Warrant, the Warrant Holder shall not be entitled to any rights as a stockholder of the Company with respect to the Warrant Shares, including (without limitation) the right to vote such shares, receive dividends or other distributions thereon or be notified of stockholder meetings.

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10. REPLACEMENT OF WARRANT

Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of the Warrant and, in the case of any such loss, theft or destruction of the Warrant, upon delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

11. CHOICE OF LAW

This Warrant shall be construed under the laws of the State of New York.

12. ENTIRE AGREEMENT; AMENDMENTS

Except for any written instrument concurrent or subsequent to the date hereof executed by the Company and the Investor, this Warrant, the Stock Purchase Agreement and the other Transaction Documents (as defined in the Stock Purchase Agreement) contain the entire understanding of the parties with respect to the matters covered hereby and thereby. No provision of this Warrant may be waived or amended other than by a written instrument signed by the party against whom enforcement of any such amendment or waiver is sought.

13. RESTRICTED SECURITIES

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

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SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

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14. NOTICES

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be given in accordance with Section 10.4 of the Stock Purchase Agreement.

15. MISCELLANEOUS

This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

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IN WITNESS WHEREOF, this Warrant was duly executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

Investor acknowledges and agrees to the terms and conditions of this Warrant.

[Signature Page to Warrant]

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EXHIBIT A TO THE WARRANT

EXERCISE FORM

TERCICA, INC.

The undersigned hereby irrevocably exercises the right to purchase                      shares of Common Stock of Tercica, Inc., a Delaware corporation, evidenced by the attached Warrant, and (CIRCLE EITHER (i) or (ii)) (i) tenders herewith payment of the Aggregate Exercise Price with respect to such shares in full, in the amount of $                    , in cash, by certified or official bank check or by wire transfer for the account of the Company, or (ii) elects, pursuant to Section 2(c) of the Warrant, to convert such Warrant into shares of Common Stock of Tercica, Inc. on a cashless exercise basis, all in accordance with the conditions and provisions of said Warrant, and, in accordance with the calculations attached hereto, has calculated that                      shares of Common Stock of Tercica are issuable upon such cashless exercise.

The undersigned requests that stock certificates for such Warrant Shares be issued, and a Warrant representing any unexercised portion hereof be issued, pursuant to this Warrant, in the name of the registered Warrant Holder and delivered to the undersigned at the address set forth below.

[Signature Page to Warrant]

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EXHIBIT B TO THE WARRANT

ASSIGNMENT

(To be executed by the registered Warrant Holder desiring to transfer the Warrant)

FOR VALUED RECEIVED, the undersigned Warrant Holder of the attached Warrant hereby sells, assigns and transfers unto the persons below named the right to purchase                      shares of Common Stock of Tercica, Inc. (the Company) evidenced by the attached Warrant and does hereby irrevocably constitute and appoint                      as attorney to transfer the said Warrant on the books of the Company, with full power of substitution in the premises.

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