Exhibit 99.25
 
 THERATECHNOLOGIES INC.




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##### 



THERATECHNOLOGIES INC.
  Financial Statements
 Consolidated Balance Sheets
    
    
    1Consolidated Statements of Earnings
    
    
    2Consolidated Statements of Comprehensive Loss
    
    
    3Consolidated Statement of Shareholders Equity
    
    
    4Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    7




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##### 



THERATECHNOLOGIES INC.
 
 2009
    
    
    2008(Restated -note 2 (a))AssetsCurrent assets:Cash
    
    $
    1,519
    
    
    $
    133Bonds
    
    
    10,036
    
    
    
    10,955Accounts receivable
    
    
    375
    
    
    
    610Tax credits receivable
    
    
    1,666
    
    
    
    1,784Inventories
    
    
    2,225
    
    
    
    Research supplies
    
    
    287
    
    
    
    301Prepaid expenses
    
    
    302
    
    
    
    39716,410
    
    
    
    14,180Bonds
    
    
    51,807
    
    
    
    35,249Property and equipment
    
    
    1,229
    
    
    
    1,299Other assets
    
    
    41
    
    
    
    2,817$
    69,487
    
    
    $
    53,545Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    5,901
    
    
    $
    7,198Current portion of deferred revenues (note 6)
    
    
    6,847
    
    
    
    12,748
    
    
    
    7,198Deferred revenues (note 6)
    
    
    13,691
    
    
    
    Shareholders equity:Capital stock (note 3)
    
    
    279,169
    
    
    
    269,219Contributed surplus
    
    
    6,484
    
    
    
    5,585Accumulated other comprehensive income
    
    
    1,282
    
    
    
    372Deficit
    
    
    (243,887
    )
    
    
    (228,829
    )(242,605
    )
    
    
    (228,457
    )Total shareholders equity
    
    
    43,048
    
    
    
    46,347Commitments (note 7)Subsequent events (note 8)$
    69,487
    
    
    $
    53,545
  1




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##### 



THERATECHNOLOGIES INC.
 
 Fourth quarter
    
    
    Year2009
    
    
    2008
    
    
    2009
    
    
    2008(Restated -
    
    
    
    
    
    
    (Restated -note 2 (a))
    
    
    
    
    
    
    note 2 (a))Revenues:Royalties, technologies
and other (note 6)
    
    $
    1,718
    
    
    $
    98
    
    
    $
    17,468
    
    
    $
    214Interest
    
    
    528
    
    
    
    518
    
    
    
    2,252
    
    
    
    2,4272,246
    
    
    
    616
    
    
    
    19,720
    
    
    
    2,641Operating costs and expenses:Research and development
    
    
    4,534
    
    
    
    6,313
    
    
    
    22,226
    
    
    
    35,326Tax credits
    
    
    (411
    )
    
    
    (334
    )
    
    
    (1,795
    )
    
    
    (2,111
    )4,123
    
    
    
    5,979
    
    
    
    20,431
    
    
    
    33,215General and administrative
    
    
    1,634
    
    
    
    1,874
    
    
    
    7,149
    
    
    
    6,185Selling and market
development
    
    
    1,067
    
    
    
    1,124
    
    
    
    2,583
    
    
    
    3,811Patents, amortization and
impairment of other assets
    
    
    120
    
    
    
    4,727
    
    
    
    346
    
    
    
    5,239Fees associated with the
strategic review process
    
    
    
    
    
    
    1,479
    
    
    
    
    
    
    
    2,224Fees associated with
collaboration and
licensing agreement
(note 6)
    
    
    
    
    
    
    
    
    
    
    4,269
    
    
    
    6,944
    
    
    
    15,183
    
    
    
    34,778
    
    
    
    50,674Operating loss before
undernoted item
    
    
    (4,698
    )
    
    
    (14,567
    )
    
    
    (15,058
    )
    
    
    (48,033
    )Realized loss on
impairment of
available-for-sale
financial assets (note 4 (b))
    
    
    
    
    
    
    (578
    )
    
    
    
    
    
    
    (578
    )Net loss
    
    $
    (4,698
    )
    
    $
    (15,145
    )
    
    $
    (15,058
    )
    
    $
    (48,611
    )Basic and diluted loss
per share (note 3 (c))
    
    $
    (0.08
    )
    
    $
    (0.26
    )
    
    $
    (0.25
    )
    
    $
    (0.85
    )Weighted average number of
common shares outstanding
    
    
    60,403,790
    
    
    
    58,165,795
    
    
    
    60,314,309
    
    
    
    57,415,468
  2




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##### 



THERATECHNOLOGIES INC.
 
 Fourth quarter
    
    
    Year2009
    
    
    2008
    
    
    2009
    
    
    2008(Restated -
    
    
    
    
    
    
    (Restated -note 2 (a))
    
    
    
    
    
    
    note 2 (a))Net loss
    
    $
    (4,698
    )
    
    $
    (15,145
    )
    
    $
    (15,058
    )
    
    $
    (48,611
    )(Losses) unrealized gains on
available-for-sale financial
assets
    
    
    (288
    )
    
    
    71
    
    
    
    1,039
    
    
    
    133Reclassification adjustment for
gains and losses on available-for-sale financial assets
(note 4 (b))
    
    
    (11
    )
    
    
    572
    
    
    
    (129
    )
    
    
    572Comprehensive loss
    
    $
    (4,997
    )
    
    $
    (14,502
    )
    
    $
    (14,148
    )
    
    $
    (47,906
    )
  3




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##### 



THERATECHNOLOGIES INC.
 
 Accumulatedothercompre-Capital stock
    
    
    Contributed
    
    
    hensiveNumber
    
    
    Dollars
    
    
    surplus
    
    
    income
    
    
    Deficit
    
    
    TotalBalance, November 30, 2008
    
    
    58,215,090
    
    
    $
    269,219
    
    
    $
    5,585
    
    
    $
    372
    
    
    $
    (228,829
    )
    
    $
    46,347Issuance of share capital
(notes 3 and 6)
    
    
    2,214,303
    
    
    
    9,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,950Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    899
    
    
    
    
    
    
    
    
    
    
    
    899Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,058
    )
    
    
    (15,058
    )Change in unrealized gains and
losses on available-for-sale
financial assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    910
    
    
    
    
    
    
    
    910Balance, November 30, 2009
    
    
    60,429,393
    
    
    $
    279,169
    
    
    $
    6,484
    
    
    $
    1,282
    
    
    $
    (243,887
    )
    
    $
    43,048
  4




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##### 



THERATECHNOLOGIES INC.
 
 Accumulatedothercompre-hensiveCapital stock
    
    
    Contributed
    
    
    incomeNumber
    
    
    Dollars
    
    
    surplus
    
    
    (loss)
    
    
    Deficit
    
    
    TotalBalance, November 30, 2007
    
    
    54,531,133
    
    
    $
    238,842
    
    
    $
    4,807
    
    
    $
    (333
    )
    
    $
    (177,339
    )
    
    $
    65,977Changes in accounting policies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (941
    )
    
    
    (941
    )Issuance of share capital
    
    
    3,564,291
    
    
    
    29,899
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,899Share issue costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,938
    )
    
    
    (1,938
    )Exercise of stock options:Cash proceeds
    
    
    119,666
    
    
    
    397
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397Ascribed value
    
    
    
    
    
    
    81
    
    
    
    (81
    )
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    859
    
    
    
    
    
    
    
    
    
    
    
    859Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,611
    )
    
    
    (48,611
    )Change in unrealized gains and
losses on available-for-sale
financial assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    705
    
    
    
    
    
    
    
    705Balance, November 30, 2008
    
    
    58,215,090
    
    
    $
    269,219
    
    
    $
    5,585
    
    
    $
    372
    
    
    $
    (228,829
    )
    
    $
    46,347
  5




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##### 



THERATECHNOLOGIES INC.
 
 Fourth quarter
    
    
    Year2009
    
    
    2008
    
    
    2009
    
    
    2008(Restated -
    
    
    
    
    
    
    (Restated -note 2 (a))
    
    
    
    
    
    
    note 2 (a))Cash flows from operating activities:Net loss
    
    $
    (4,698
    )
    
    $
    (15,145
    )
    
    $
    (15,058
    )
    
    $
    (48,611
    )Adjustments for:Amortization of property
and equipment
    
    
    171
    
    
    
    160
    
    
    
    612
    
    
    
    625Amortization and impairment
of other assets
    
    
    
    
    
    
    4,667
    
    
    
    
    
    
    
    4,957Stock-based compensation
    
    
    194
    
    
    
    181
    
    
    
    899
    
    
    
    859Realized loss on impairment of
available-for-sale financial assets
    
    
    
    
    
    
    578
    
    
    
    
    
    
    
    578(4,333
    )
    
    
    (9,559
    )
    
    
    (13,547
    )
    
    
    (41,592
    )Changes in operating assets
and liabilities:Interest receivable on bonds
    
    
    (195
    )
    
    
    219
    
    
    
    (923
    )
    
    
    405Accounts receivable
    
    
    (155
    )
    
    
    (20
    )
    
    
    260
    
    
    
    (134
    )Tax credits receivable
    
    
    1,501
    
    
    
    (335
    )
    
    
    118
    
    
    
    (366
    )Inventories
    
    
    (631
    )
    
    
    
    
    
    
    (2,225
    )
    
    
    Research supplies
    
    
    742
    
    
    
    (498
    )
    
    
    2,765
    
    
    
    582Prepaid expenses
    
    
    421
    
    
    
    109
    
    
    
    95
    
    
    
    17Accounts payable and
accrued liabilities
    
    
    1,166
    
    
    
    (3,765
    )
    
    
    (1,424
    )
    
    
    (1,324
    )Deferred revenues
    
    
    (1,714
    )
    
    
    
    
    
    
    20,538
    
    
    
    1,135
    
    
    
    (4,290
    )
    
    
    19,204
    
    
    
    (820
    )(3,198
    )
    
    
    (13,849
    )
    
    
    5,657
    
    
    
    (42,412
    )Cash flows from financing activities:Share issuance
    
    
    89
    
    
    
    121
    
    
    
    9,950
    
    
    
    30,296Share issue costs
    
    
    
    
    
    
    (23
    )
    
    
    (8
    )
    
    
    (1,930
    )89
    
    
    
    98
    
    
    
    9,942
    
    
    
    28,366Cash flows from investing activities:Addition to property
and equipment
    
    
    (117
    )
    
    
    (31
    )
    
    
    (407
    )
    
    
    (301
    )Acquisition of bonds
    
    
    (9,480
    )
    
    
    (4,815
    )
    
    
    (29,111
    )
    
    
    (17,987
    )Disposal of bonds
    
    
    1,500
    
    
    
    9,115
    
    
    
    15,305
    
    
    
    29,889(8,097
    )
    
    
    4,269
    
    
    
    (14,213
    )
    
    
    11,601Net change in cash
    
    
    (11,206
    )
    
    
    (9,482
    )
    
    
    1,386
    
    
    
    (2,445
    )Cash, beginning of period
    
    
    12,725
    
    
    
    9,615
    
    
    
    133
    
    
    
    2,578Cash, end of period
    
    $
    1,519
    
    
    $
    133
    
    
    $
    1,519
    
    
    $
    133
   6




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##### 



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. The same accounting policies as described
in the Companys latest Annual Report have been used, except as described in note 2 below.
However, these financial statements do not include all disclosures required under generally
accepted accounting principles 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 assetsEffective 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, 2007 and 2008 by $941 and $599, respectively, which is the
amount of patent costs related to periods prior to these dates. Furthermore, following the
adoption of this standard, patents and amortization of other assets presented on the
consolidated statements of earnings were reduced by $342 for the year ended November 30,
2008.InventoriesEffective with the commencement of its 2009 fiscal year, the Company adopted CICA Section
3031, Inventories, which replaces Section 3030 and harmonizes the Canadian standards
related to inventories with International Financial Reporting Standards (''IFRS). This
Section provides changes to the measurement and more extensive guidance on the
determination of cost, including allocation of overhead; narrows the permitted cost
formulas; requires impairment testing; and expands the disclosure requirements to increase
transparency. As the Company had no inventories on November 30, 2008, the adoption of this
section had no impact on the Companys consolidated financial statements.
 7




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##### 



THERATECHNOLOGIES INC.
 
 
 2.
    
    New accounting policies (continued):
 (a)
    
    Adoption of new accounting standards (continued):Credit risk and fair value of financial assets and financial liabilitiesOn January 20, 2009, the Emerging Issues Committee (EIC) of the Accounting Standards
Board (AcSB) issued EIC Abstract 173, Credit Risk and Fair Value of Financial Assets
and Financial Liabilities, which establishes that an entitys own credit risk and the
credit risk of the counterparty should be taken into account in determining the fair value
of financial assets and financial liabilities, including derivative instruments. EIC 173 is
applied retrospectively, without restatement of prior years, to all financial assets and
liabilities measured at fair value in the interim and annual financial statements for
periods ending on or after January 20, 2009. The adoption of EIC 173 did not have an
impact on the consolidated financial statements of the Company.Financial instruments  DisclosuresIn June 2009, the AcSB issued amendments to CICA Handbook Section 3862, Financial
Instruments  Disclosures, in order to align with International Financial Reporting
Standard IFRS 7, Financial Instruments: Disclosures. This Section has been amended to
include additional disclosure requirements about fair value measurements of financial
instruments and to enhance liquidity risk disclosure. The amendments establish a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value. These
tiers include: Level 1, defined as observable inputs such as quoted prices in active
markets; Level 2, defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an entity to develop its own
assumptions. The amendments apply to annual financial statements relating to fiscal years
ended after September 30, 2009 and are applicable to the Company as at November 30, 2009.
The amended section relates to disclosure only and did not impact the financial results of
the Company.(b)
    
    Future accounting changes:Business Combinations, consolidated financial statements and non-controlling
interestsThe CICA issued three new accounting standards in January 2009: Section 1582, Business
Combinations, Section 1601, Consolidated Financial Statements, and Section 1602,
Non-controlling Interests. The Company is in the process of evaluating the requirements of
the new standards.
 8




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##### 



THERATECHNOLOGIES INC.
 
 
 2.
    
    New accounting policies (continued):
 (b)
    
    Future accounting changes (continued):Business Combinations, consolidated financial statements and non-controlling interests(continued)Section 1582 establishes standards for the accounting for a business combination. It
provides the Canadian equivalent to International Financial Reporting Standard IFRS 3 -
Business Combinations. The section applies prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after January 1, 2011 and early application is permitted.Section 1601 establishes standards for the preparation of consolidated financial
statements. Section 1602 establishes standards for accounting for a non-controlling
interest in a subsidiary in consolidated financial statements. It is equivalent to the
corresponding provisions of International Financial Reporting Standard IAS 27  Consolidated and Separate Financial Statements, Sections 1601 and 1602, and applies to
interim and annual consolidated financial statements relating to fiscal years beginning on
or after January 1, 2011 and early application is permitted.International Financial Reporting StandardsIn February 2008, Canadas AcSB confirmed that Canadian generally accepted accounting
principles, as used by publicly accountable enterprises, will be fully converged into 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.
 9




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##### 



THERATECHNOLOGIES INC.
 
 
 3.
    
    Capital stock:Under the terms of the agreement with EMD Serono Inc. (EMD Serono), the Company issued
2,179,837 common shares for a cash consideration of $9,854 (see note 6).In 2009, the Company received subscriptions in the amount of $96 for the issue of 34,466 common
shares in connection with its share purchase plan.
 (a)
    
    Stock option plan:Changes in outstanding options granted under the Companys stock option plan for the years
ended November 30, 2009 and 2008 were as follows:
 WeightedaverageNumber
    
    
    exercise priceOptions as at November 30, 2007
    
    
    2,207,633
    
    
    $
    6.32Granted
    
    
    111,000
    
    
    
    7.98Exercised
    
    
    (119,666
    )
    
    
    3.32Cancelled
    
    
    (37,167
    )
    
    
    9.57Options as at November 30, 2008
    
    
    2,161,800
    
    
    
    6.52Granted
    
    
    680,500
    
    
    
    1.83Cancelled and expired
    
    
    (176,500
    )
    
    
    8.34Options as at November 30, 2009
    
    
    2,665,800
    
    
    $
    5.20
 (b)
    
    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:
 2009
    
    
    2008Risk-free interest rate
    
    
    1.83
    %
    
    
    3.36
    %Volatility
    
    
    79.5
    %
    
    
    70.4
    %Average option life in years
    
    
    6
    
    
    
    6Dividend yield
    
    Nil
    
    
    Nil
 10




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##### 



THERATECHNOLOGIES INC.
 
 3.
    
    Capital stock (continued):
 (b)
    
    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 average life of
the option. The average life of the options is estimated considering the vesting period,
the term of the option and the average length of time similar grants have remained
outstanding in the past. Dividend yield was excluded from the calculation, since it is the
present policy of the Company to retain all earnings to finance operations and future
growth.The following table summarizes the weighted average fair value of stock options granted
during the periods ended November 30, 2009 and 2008:
 Weighted averageNumber
    
    
    grant dateof options
    
    
    fair value2009
    
    
    680,500
    
    
    $
    1.262008
    
    
    111,000
    
    
    $
    5.16
 (c)
    
    Diluted loss per share:Diluted loss per share was not presented as the effect of options ongoing 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.
 11




---



##### 



THERATECHNOLOGIES INC.
 
 
 4.
    
    Supplemental information:
 (a)
    
    Statement of cash flows:The following transactions were conducted by the Company and did not impact cash flows:
 2009
    
    
    2008(Restated -note 2 (a))Additions to property and equipment included in
accounts payable and accrued liabilities
    
    $
    183
    
    
    $
    48Share issue costs included in accounts
payable and accrued liabilities
    
    
    
    
    
    
    8
 (b)
    
    In 2009, the Company has reclassified in net earnings $129 of realized gains on
available-for-sale financial assets previously recorded in accumulated other comprehensive
income.In 2008, the Company has reclassified in net earnings $572 of realized losses on
available-for-sale financial assets previously recorded in accumulated other comprehensive
income. The realized loss includes an impairment loss of $578 related to a decline in
value that is other than temporary for stock options held in a public company.On November 30, 2008, the accumulated other comprehensive loss was composed of unrealized
gains on available-for-sale financial assets of $1,282 (gain of $372 on November 30, 2008).(c)
    
    The Company received tax credits of $1,912 in 2009 ($1,746 in 2008).(d)
    
    The following items were included in the determination of the Companys net loss:
 2009
    
    
    2008(Restated -note 2 (a))Amortization of property and equipment
    
    $
    612
    
    
    $
    625Amortization and write-off of other assets
    
    
    
    
    
    
    4,957Stock-based compensation
    
    
    899
    
    
    
    859
 12




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##### 



THERATECHNOLOGIES INC.
 
 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 the 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.(c)
    
    Loss on exchange:General and administrative expenses include a loss on foreign exchange of $635 (loss of
$247 in 2008) for the year ended November 30, 2009.
 6.
    
    Collaboration and licensing agreement:On October 28, 2008, the Company entered into a collaboration and licensing agreement with EMD
Serono, an affiliate of Merck KGaA, 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). Theratechnologies retains all tesamorelin
commercialization rights outside of the US.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 escalating royalties on annual net sales of tesamorelin in the US.
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##### 



THERATECHNOLOGIES INC.
 
 
 6.
    
    Collaboration and licensing agreement (continued):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 year ended November 30,
2009, an amount of $6,560 related to this transaction was recognized as revenue. At November
30, 2009, the deferred revenues related to this transaction amounted to $20,537.On August 12, 2009, the US Food and Drug Administration accepted the New Drug Application
(NDA) made by the Company for tesamorelin. Under the terms of the Companys collaboration and
licensing agreement with EMD Serono, the acceptance of the tesamorelin NDA resulted in a
milestone payment of US$10,000 (CAD$10,884). This milestone payment has been recorded in the
third quarter of 2009.The Company may conduct research and development for additional indications. EMD Serono will
have the option to commercialize additional indications for tesamorelin in the US. 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.7.
    
    Commitments:
 (a)
    
    Rental of premises:The Company rents premises under an operating lease (the Lease) expiring in April 2010.
The Lease was renewed by the Company and the lessor during the 2009 financial year for a
period of 11 years ending April 30, 2021. Under the terms of the Lease, the Company has
also been granted two renewal options for periods of five years each. The minimum payments
required under the terms of the Lease are as follows:
 2010
    
    $
    3402011
    
    
    552012
    
    
    6552013
    
    
    6552014
    
    
    6552015
    
    
    273Thereafter
    
    
    3,943$
    6,576
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THERATECHNOLOGIES INC.
 
 7.
    
    Commitments (continued):
 (a)
    
    Rental of premises (continued):The Company has committed to pay the lessor for its share of some operating expenses of the
leased premises. This amount has been set at $240 for the year beginning May 1, 2010 and
will be increased by 2.5% annually for the duration of the Lease.The lessor will provide the Company an amount of $728 to allow it to undertake leasehold
improvements.The Company has issued an irrevocable letter of credit in favour of the lessor in the
amount of $323 which will be cancelled April 30, 2010 under the terms of the Lease renewal,
along with a first rank movable mortgage in the amount of $1,150 covering all the Companys
tangible assets located in the rented premises. This mortgage, however, can be subordinated
to those of lending institutions.(b)
    
    Long-term supply agreements:During and after the year ended November 30, 2009, the Company entered into long-term
supply agreements with third parties in anticipation of the commercialization of
tesamorelin. Certain of these agreements stipulate an obligation to purchase minimum
quantities of products in certain circumstances.(c)
    
    Credit facility:The Company has a credit facility available in the amount of $1,800, bearing interest at
prime plus 0.5% and secured by bonds. Under the credit facility, the market value of
investments held must always be equivalent to 150% of amounts drawn under the facility. If
the market value falls below $7,000, the Company will provide the bank with a first rank
movable hypothec of $1,850 on securities judged satisfactory by the bank.As at November 30, 2009 and 2008, with the exception of the letter of credit mentioned in
(a) above, the credit facility available to the Company was not utilized.
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THERATECHNOLOGIES INC.
 
 
 8.
    
    Subsequent events:
 (a)
    
    On February 10, 2010, the Companys Board of Directors has 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, to provide the Board of Directors with sufficient time to
explore and develop alternatives for maximizing shareholder value, if a takeover bid is
made, and to 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 percent 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 percent 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
percent 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.(b)
    
    On December 8, 2009, the Company granted 265,000 options at an exercise price of
$3.84 per share and cancelled 19,167 options at a weighted exercise price of $2.38 per
share in connection with its stock option plan.
 9.
    
    Comparative figures:Certain of the 2008 comparative figures have been reclassified to conform with the financial
statement presentation adopted in 2009.
 16