DRAFT
 Exhibit 99.23
 
 THERATECHNOLOGIES INC.




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##### 



DRAFT
 THERATECHNOLOGIES INC.
  Financial Statements
 Consolidated Balance Sheets
    
    
    1Consolidated Statements of Operations
    
    
    2Consolidated Statements of Comprehensive Loss
    
    
    2Consolidated Statements of Shareholders Equity
    
    
    3 - 4Consolidated Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6




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##### 



DRAFT
 THERATECHNOLOGIES INC.
 
 
 
 February 28,
    
    
    November 30,2010
    
    
    2009AssetsCurrent assets:Cash
    
    $
    3,332
    
    
    $
    1,519Bonds
    
    
    6,264
    
    
    
    10,036Accounts receivable
    
    
    281
    
    
    
    375Tax credits receivable
    
    
    1,834
    
    
    
    1,666Inventories
    
    
    2,251
    
    
    
    2,225Research supplies
    
    
    270
    
    
    
    287Prepaid expenses
    
    
    714
    
    
    
    30214,946
    
    
    
    16,410Bonds
    
    
    45,693
    
    
    
    51,807Property and equipment
    
    
    1,209
    
    
    
    1,229Other assets
    
    
    41
    
    
    
    41$
    61,889
    
    
    $
    69,487Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    4,073
    
    
    $
    5,901Current portion of deferred revenues (note 6)
    
    
    6,855
    
    
    
    6,84710,928
    
    
    
    12,748Deferred revenues (note 6)
    
    
    11,980
    
    
    
    13,691Shareholders equity:Capital stock (note 3)
    
    
    279,230
    
    
    
    279,169Contributed surplus
    
    
    6,720
    
    
    
    6,484Accumulated other comprehensive income
    
    
    1,185
    
    
    
    1,282Deficit
    
    
    (248,154
    )
    
    
    (243,887
    )(246,969
    )
    
    
    (242,605
    )Total shareholders equity
    
    
    38,981
    
    
    
    43,048$
    61,889
    
    
    $
    69,487
  18/03/2010 1:37 PM
 1




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##### 



DRAFT
 THERATECHNOLOGIES INC.
 
 
 
 2010
    
    
    2009Revenues:Royalties, technologies and other (note 6)
    
    $
    1,717
    
    
    $
    1,432Interest
    
    
    578
    
    
    
    5772,295
    
    
    
    2,009Operating costs and expenses:Research and development
    
    
    4,109
    
    
    
    6,315Tax credits
    
    
    (168
    )
    
    
    (668
    )3,941
    
    
    
    5,647General and administrative
    
    
    1,801
    
    
    
    2,321Selling and market development
    
    
    616
    
    
    
    481Patents
    
    
    204
    
    
    
    45Fees associated with collaboration and licensing agreement (note 6)
    
    
    
    
    
    
    4,2696,562
    
    
    
    12,763Net loss
    
    $
    (4,267
    )
    
    $
    (10,754
    )Basic and diluted loss per share (note 3 (d))
    
    $
    (0.07
    )
    
    $
    (0.18
    )Weighted average number of common shares outstanding
    
    
    60,438,098
    
    
    
    60,055,841
 
 
 
 2010
    
    
    2009Net loss
    
    $
    (4,267
    )
    
    $
    (10,754
    )Unrealized gains on available-for-sale financial assets
    
    
    3
    
    
    
    317Reclassification adjustment for gains and losses on
available-for-sale financial assets
    
    
    (100
    )
    
    
    (23
    )Comprehensive loss
    
    $
    (4,364
    )
    
    $
    (10,460
    )
  18/03/2010 1:37 PM
 2




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##### 



DRAFT
 THERATECHNOLOGIES INC.
 
 
 
 Accumulatedothercompre-Capital stock
    
    
    Contributed
    
    
    hensiveNumber
    
    
    Dollars
    
    
    surplus
    
    
    income
    
    
    Deficit
    
    
    TotalBalance, November 30, 2009
    
    
    60,429,393
    
    
    $
    279,169
    
    
    $
    6,484
    
    
    $
    1,282
    
    
    $
    (243,887
    )
    
    $
    43,048Exercise of stock options:Cash proceeds
    
    
    21,164
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38Ascribed value
    
    
    
    
    
    
    23
    
    
    
    (23
    )
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    259
    
    
    
    
    
    
    
    
    
    
    
    259Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,267
    )
    
    
    (4,267
    )Change in unrealized gains and
losses on available-for-sale
financial assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (97
    )
    
    
    
    
    
    
    (97
    )Balance, February 28, 2010
    
    
    60,450,557
    
    
    $
    279,230
    
    
    $
    6,720
    
    
    $
    1,185
    
    
    $
    (248,154
    )
    
    $
    38,981
  18/03/2010 1:37 PM
 3




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##### 



DRAFT
 THERATECHNOLOGIES INC.
 
 Accumulatedothercompre-Capital stock
    
    
    Contributed
    
    
    hensiveNumber
    
    
    Dollars
    
    
    surplus
    
    
    income
    
    
    Deficit
    
    
    TotalBalance, November 30, 2008
    
    
    58,215,090
    
    
    $
    269,219
    
    
    $
    5,585
    
    
    $
    372
    
    
    $
    (228,230
    )
    
    $
    46,946Change in accounting
policies (note 2 (a))
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (599
    )
    
    
    (599
    )Issuance of share capital (note 6)
    
    
    2,179,837
    
    
    
    9,854
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,854Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    205
    
    
    
    
    
    
    
    
    
    
    
    205Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,754
    )
    
    
    (10,754
    )Change in unrealized gains and
losses on available-for-sale
financial assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    294
    
    
    
    
    
    
    
    294Balance, February 28, 2009
    
    
    60,394,927
    
    
    $
    279,073
    
    
    $
    5,790
    
    
    $
    666
    
    
    $
    (239,583
    )
    
    $
    45,946
  18/03/2010 1:37 PM
 4




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DRAFT
 THERATECHNOLOGIES INC.
 
 
 
 2010
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (4,267
    )
    
    $
    (10,754
    )Adjustments for:Amortization of property and equipment
    
    
    147
    
    
    
    137Stock-based compensation
    
    
    259
    
    
    
    205(3,861
    )
    
    
    (10,412
    )Changes in operating assets and liabilities:Interest receivable on bonds
    
    
    163
    
    
    
    (969
    )Accounts receivable
    
    
    94
    
    
    
    76Tax credits receivable
    
    
    (168
    )
    
    
    (668
    )Inventories
    
    
    (26
    )
    
    
    (1,594
    )Research supplies
    
    
    17
    
    
    
    133Prepaid expenses
    
    
    (412
    )
    
    
    (59
    )Accounts payable and accrued liabilities
    
    
    (1,780
    )
    
    
    (128
    )Deferred revenues
    
    
    (1,703
    )
    
    
    25,681(3,815
    )
    
    
    22,472(7,676
    )
    
    
    12,060Cash flows from financing activities:Share issuance
    
    
    38
    
    
    
    9,854Share issue costs
    
    
    
    
    
    
    (8
    )38
    
    
    
    9,846Cash flows from investing activities:Additions to property and equipment
    
    
    (175
    )
    
    
    (102
    )Acquisition of bonds
    
    
    
    
    
    
    (19,631
    )Disposal of bonds
    
    
    9,626
    
    
    
    4,5859,451
    
    
    
    (15,148
    )Net change in cash
    
    
    1,813
    
    
    
    6,758Cash, beginning of period
    
    
    1,519
    
    
    
    133Cash, end of period
    
    $
    3,332
    
    
    $
    6,891
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 5




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DRAFT
 THERATECHNOLOGIES INC.
 
 
 
 1.
    
    Basis of presentation:
 The financial statements included in this report are unaudited and reflect normal and
recurring adjustments which are, in the opinion of the Company, considered necessary for a fair
presentation of its results. These financial statements have been prepared in conformity with
Canadian generally accepted accounting principles (GAAP). The same accounting policies as
described in the Companys latest annual report have been used. However, these financial
statements do not include all disclosures required under GAAP and, accordingly, should be read
in connection with the financial statements and the notes thereto included in the Companys
latest annual report. These interim financial statements have not been reviewed by the
auditors.
 2.
    
    New accounting policies:
 (a)
    
    Adoption of new accounting standards:
 Goodwill and intangible assets
 Effective with the commencement of its 2009 fiscal year, the Company adopted the
Canadian Institute of Chartered Accountants (CICA) Handbook Section 3064, Goodwill and
Intangible Assets, which will replace Section 3062, Goodwill and Other Intangible Assets,
and Section 3450, Research and Development Costs.The standard provides guidance on the
recognition of intangible assets in accordance with the definition of an asset and the
criteria for asset recognition, whether these assets are separately acquired or internally
developed. The impact of adopting this standard has been to increase the opening deficit
and to reduce other assets at December 1, 2008 by $599, respectively, which is the amount
of patent costs related to periods prior to these dates.
 (b)
    
    Future accounting changes:
 International Financial Reporting Standards
 In February 2008, Canadas Accounting Standards Board (AcSB) confirmed that Canadian
GAAP, as used by publicly accountable enterprises, would be fully converged into
International Financial Reporting Standards (IFRS), as issued by the International
Accounting Standards Board (IASB). The changeover date is for interim and annual
financial statements relating to fiscal years beginning on or after January 1, 2011. As a
result, the Company will be required to report under IFRS for its 2012 interim and annual
financial statements. The Company will convert to these new standards according to the
timetable set within these new rules. The Company will determine at a future date the
impact of adopting the standards on its consolidated financial statements.
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DRAFT
 THERATECHNOLOGIES INC.
 
 3.
    
    Capital stock:
 (a)
    
    Shareholder rights plan:
 On February 10, 2010, the Board of Directors of the Company adopted a shareholder
rights plan (the ''Plan), effective as of such date. The Plan is designed to provide
adequate time for the Board of Directors, and the shareholders, to assess an unsolicited
takeover bid for the Company. In addition, the Plan provides the Board of Directors with
sufficient time to explore and develop alternatives for maximizing shareholder value if a
takeover bid is made, as well as provide shareholders with an equal opportunity to
participate in a takeover bid and receive full and fair value for their common shares (the
Common Shares). The Plan, if approved by the shareholders, will expire at the close of
the Companys annual meeting of shareholders in 2013.The rights issued under the Plan will initially attach to and trade with the Common
Shares and no separate certificates will be issued unless an event triggering these rights
occurs. The rights will become exercisable only when a person, including any party related
to it, acquires or attempts to acquire 20% or more of the outstanding Common Shares without
complying with the ''Permitted Bid provisions of the Plan or without approval of the
Board of Directors. Should such an acquisition occur or be announced, each right would,
upon exercise, entitle a rights holder, other than the acquiring person and related
persons, to purchase Common Shares at a 50% discount to the market price at the time.Under the Plan, a Permitted Bid is a bid made to all holders of the Common Shares and
which is open for acceptance for not less than 60 days. If, at the end of 60 days at least
50% of the outstanding Common Shares, other than those owned by the offeror and certain
related parties, have been tendered, the offeror may take up and pay for the Common Shares
but must extend the bid for a further 10 days to allow other shareholders to tender.
 18/03/2010 1:37 PM
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DRAFT
 THERATECHNOLOGIES INC.
 
 3.
    
    Capital stock (continued):
 (b)
    
    Stock option plan:
 Changes in outstanding options granted under the Companys stock option plan for the
year ended November 30, 2009 and the three-month period ended February 28, 2010 were as
follows:
 Weightedaverageexercise priceNumber
    
    
    per shareOptions as at November 30, 2008 (audited)
    
    
    2,161,800
    
    
    $
    6.52Granted
    
    
    680,500
    
    
    
    1.83Cancelled and expired
    
    
    (176,500
    )
    
    
    8.34Options as at November 30, 2009 (audited)
    
    
    2,665,800
    
    
    
    5.20Granted
    
    
    265,000
    
    
    
    3.84Cancelled and expired
    
    
    (25,667
    )
    
    
    3.26Exercised
    
    
    (21,164
    )
    
    
    1.80Options as at February 28, 2010
    
    
    2,883,969
    
    
    $
    5.12
 (c)
    
    Stock-based compensation and other stock-based payments:
 The estimated fair value of the options granted was estimated at the date of grant using
the Black-Scholes option pricing model with the following weighted average assumptions:
 2010
    
    
    2009Risk-free interest rate
    
    
    2.46
    %
    
    
    1.79
    %Volatility
    
    
    81
    %
    
    
    79
    %Average option life in years
    
    
    6
    
    
    
    6Dividend yield
    
    Nil
    
    
    Nil
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DRAFT
 THERATECHNOLOGIES INC.
 
 3.
    
    Capital stock (continued):
 (c)
    
    Stock-based compensation and other stock-based payments (continued):
 The risk-free interest rate is based on the implied yield on a Canadian Treasury
zero-coupon issue with a remaining term equal to the expected term of the option. The
volatility is based solely on historical volatility equal to the expected term of the
option. The average life of the options is estimated considering the vesting period, the
term of the option and the length of time of similar grants have remained outstanding in
the past. Dividend yield was excluded from the calculation, since it is the present policy
of the Company not to retain in cash in order to keep funds available to finance the
Companys growth.
 The following table summarizes the weighted average fair value of stock options
granted during the periods ended February 28, 2010 and 2009:
 Weighted averageNumber of
    
    
    grant-dateoptions
    
    
    fair value2010
    
    
    265,000
    
    
    $
    2.962009
    
    
    590,500
    
    
    
    1.24
 (d)
    
    Diluted loss per share:
 Diluted loss per share was not presented as the effect of options would have been
anti-dilutive. All options outstanding at the end of the year could potentially dilute the
basic earnings per share in the future.
 4.
    
    Supplemental information:
 (a)
    
    The following transactions were conducted by the Company and did not impact cash
flows:
 February 28,
    
    
    November 30,2010
    
    
    2009Additions to property and equipment included in
accounts payable and accrued liabilities
    
    $
    135
    
    
    $
    183
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DRAFT
 THERATECHNOLOGIES INC.
 
 4.
    
    Supplemental information (continued):
 (b)
    
    For the three-month period ended February 28, 2010, the Company has reclassified in net
loss $100 of realized gains on available-for-sale financial assets previously recorded in
accumulated other comprehensive income ($23 in 2009).
  (c)
    
    For the three-month periods ended February 28, 2010 and 2009, the following items were
included in the determination of the Companys net loss:
 2010
    
    2009Amortization of property and equipment
    
    $
    147
    
    
    $
    137Stock-based compensation
    
    
    259
    
    
    
    205
 5.
    
    Financial instruments:
 (a)
    
    Carrying value and fair value:The Company has determined that the carrying values of its short-term financial assets and
liabilities, including cash, accounts receivable, as well as accounts payable and accrued
liabilities, approximate their fair value because of the relatively short period to
maturity of these instruments.Bonds and investments in public companies are stated at estimated fair value, determined by
inputs that are directly observable (Level 2 inputs).(b)
    
    Interest income and expenses:Interest income consists of interest earned on cash and bonds.
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DRAFT
 THERATECHNOLOGIES INC.
 
 5.
    
    Financial instruments (continued):
 (c)
    
    Loss on exchange:General and administrative expenses include a loss on foreign exchange of $44 ($416 in
2009) for the three-month period ended February 28, 2010.
 6.
    
    Collaboration and licensing agreement:On October 28, 2008, the Company entered into a collaboration and licensing agreement with EMD
Serono, Inc. (EMD Serono), and affiliate of Merck KGaA, of Darmstadt, Germany, regarding the
exclusive commercialization rights of tesamorelin in the United States for the treatment of
excess abdominal fat in HIV-infected patients with lipodystrophy (the Initial Product). The
Company retains all tesamorelin commercialization rights outside of the United States.Under the terms of the agreement, the Company is responsible for the development of the Initial
Product up to obtaining marketing approval in the United States. The Company is also
responsible for product production and for the development of a new formulation of the initial
product. EMD Serono is responsible for conducting product commercialization activities.At the closing of the agreement, on December 15, 2008, the Company received US$30,000
(CAD$36,951), which includes an initial payment of US$22,000 (CAD$27,097) and US$8,000
(CAD$9,854) as a subscription for common shares in the Company by Merck KGaA at a price of
US$3.67 (CAD$4.52) per share. The Company may receive up to US$215,000, which amount includes
the initial payment of US$22,000, the equity investment of US$8,000, as well as payments based
on the achievement of certain development, regulatory and sales milestones. The Company will
also be entitled to receive increasing royalties on annual net sales of tesamorelin in the
United States, if applicable.The initial payment of $27,097 has been deferred and is being amortized over its estimated
service period on a straight-line basis. This period may be modified in the future based on
additional information that may be received by the Company. For the three-month period ended
February 28, 2010, an amount of $1,711 related to this transaction was recognized as revenue.
At February 28, 2010, the deferred revenues related to this transaction amounted to $18,826.
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DRAFT
 THERATECHNOLOGIES INC.
 
 6.
    
    Collaboration and licensing agreement (continued):The Company may conduct research and development for additional indications. Under the
Collaboration and Licensing Agreement, EMD Serono will have the option to commercialize
additional indications for tesamorelin in the United States. If it exercises this option, EMD
Serono will pay half of the development costs related to such additional indications. In such
cases, the Company will also have the right, subject to EMD Seronos agreement, to participate
in the promotion of the additional indications.
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 12