UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                             SCHEDULE 13D

                Under the Securities Exchange Act of 1934
                           (Amendment No.  5)*

                              Tercica, Inc.
                            (Name of Issuer)

                      Common Stock, $0.001 par value
                      (Title of Class of Securities)

                               88078L105
                            (CUSIP Number)

                           Jeffrey I. Martin
                       Rho Capital Partners, Inc.
                    152 West 57th Street, 23rd Floor
                        New York, New York 10019
                              212-751-6677
            (Name, Address, and Telephone Number of Person
             Authorized to Receive Notices and Communications)

                             October 16, 2008
         (Date of Event Which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the
following box  [ ].

    Note:  Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.  See Rule 13d-7 for other
parties to whom copies are to be sent.





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1/   The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).









         This Amendment No. 5 to Schedule 13D for Tercica, Inc., a Delaware
corporation ("Tercica" or the "Company"), amends a Schedule 13D originally
dated March 22, 2004, as amended as of January 21, 2005, February 8, 2005,
January 23, 2006, and July 18, 2006, with respect to shares ("Shares") of
Tercica Common Stock, par value $0.001 per share, beneficially owned by Rho
Capital Partners, Inc., a New York corporation ("Rho"), its controlling
shareholders Joshua Ruch, Habib Kairouz and Mark Leschly, and the following
affiliated investment vehicles: Rho Ventures IV, L.P.; Rho Ventures IV (QP),
L.P.; Rho Ventures IV GmbH & Co. Beteiligungs KG; Rho Management Trust I; Rho
Management Ventures IV, LLC; Rho Capital Partners Verwaltungs GmbH;
Drakensberg, L.P.; and Kariba LLC (collectively, the "Reporting Persons").

          On October 16, 2008, Tercica filed a certificate of merger with
the Secretary of State of the State of Delaware, pursuant to which, among
other matters, all Shares and options for Shares held by the Reporting Persons
were converted into the right to receive a stated amount of cash proceeds, and
Tercica began the process of deregistering its Common Stock under the
Securities Exchange Act of 1934.

          This Amendment therefore constitutes an "exit" filing with respect
to the Shares previously reported by the Reporting Persons.

          Item 5 of the previously filed Schedule 13D is hereby amended as
follows:



Item 5.  Interest in Securities of the Issuer

(a)-(b) Amount and Nature of Beneficial Ownership.   Effective at the close of
the business as of the date of this filing, none of the Reporting Persons held
a beneficial interest in any Shares of Tercica Common Stock.

(c) Recent Transactions.   Pursuant to the terms of the Agreement and Plan of
Merger, dated June, 2008, among Tercica, Beaufour Ipsen Pharma, S.A.S. and
Tribeca Acquisition Corporation, a wholly owned subsidiary of Beaufour Ipsen
Pharma, S.A.S., at the close of business on October 16, 2008, following the
filing of a certificate of merger with the Secretary of State of the State of
Delaware, each of the 3,020,320 Shares of Tercica Common Stock owned in
aggregate by the Reporting Persons was automatically canceled and converted
into the right to receive a per share amount equal to $9.00 in cash, without
interest, and each of the options for 69,584 Shares of Tercica Common Stock
owned in aggregate by the Reporting Persons, whether or not then vested or
exercisable, became fully vested and was cancelled (unless exercised prior
thereto) and converted into the right to receive an amount in cash equal to,
for each Share of Tercica common stock underlying such option, the excess (if
any) of $9.00 over the exercise price per share of such option, without
interest.

(d) Dividends.  Not applicable.

(e) As of the close of business on October 16, 2008, the Reporting Persons
ceased to be the beneficial owner of more than five percent of the class of
securities of the Issuer.




                            SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated: October 24, 2008



RHO CAPITAL PARTNERS, INC.


By:   /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



/s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer for Joshua Ruch



/s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer for Habib Kairouz



/s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer for Mark Leschly



RHO VENTURES IV, L.P.


By:  /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO MANAGEMENT VENTURES IV, LLC


By:  /s/ Jeffrey I. Martin
- ---------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO VENTURES IV (QP), L.P.


By:  /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO VENTURES IV GmbH & CO. BETEILIGUNGS KG


By: /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO CAPITAL PARTNERS VERWALTUNGS GmbH


By: /s/ Jeffrey I. Martin
- ------------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



RHO MANAGEMENT TRUST I


By: /s/ Jeffrey I. Martin
- -----------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



DRAKENSBERG, L.P.


By: /s/ Jeffrey I. Martin
- -----------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer



KARIBA LLC


By: /s/ Jeffrey I. Martin
- -----------------------------------------------------------------------
Jeffrey I. Martin, Authorized Signer