Exhibit 99.4
 ANNUAL INFORMATION FORM
Financial Year Ended November 30, 2009
 
 February 23, 2010




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FORWARD-LOOKING INFORMATION
 iii




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TABLE OF CONTENTS
 ITEM 1 CORPORATE STRUCTURE
    
    
    41.1 NAME
    
    
    41.2 ADDRESS
    
    
    41.3 INCORPORATION
    
    
    4ITEM 2 GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    52.1 HISTORICAL NOTES ON THE COMPANY FOR THE LAST THREE FINANCIAL YEARS
    
    
    62.2 RECENT DEVELOPMENTS
    
    
    92.3 EXPECTATIONS FOR THE PRESENT FINANCIAL YEAR
    
    
    9ITEM 3 DESCRIPTION OF THE BUSINESS OF THE COMPANY
    
    
    113.1 STRATEGIC APPROACH
    
    
    113.2 COMPANY PRODUCTS
    
    
    133.3 MARKETS AND COMPETITION
    
    
    173.4 REGULATORY FRAMEWORK
    
    
    183.5 INTELLECTUAL PROPERTY
    
    
    183.6 COMMERCIAL AGREEMENTS
    
    
    193.7 HUMAN RESOURCES
    
    
    213.8 FACILITIES
    
    
    213.9 ENVIRONMENT
    
    
    223.10 RISKS AND UNCERTAINTIES
    
    
    22ITEM 4 DIRECTORS AND EXECUTIVE OFFICERS
    
    
    344.1 DIRECTORS
    
    
    344.2 AUDIT COMMITTEE
    
    
    364.3 EXECUTIVE OFFICERS
    
    
    374.4 DECLARATION OF THE DIRECTORS AND OFFICERS ANTECEDENTS
    
    
    404.5 SECURITIES HELD BY THE DIRECTORS AND EXECUTIVE OFFICERS
    
    
    40ITEM 5 INTERESTS OF EXPERTS
    
    
    41ITEM 6 SECURITIES OF THE COMPANY
    
    
    426.1 AUTHORIZED SHARE CAPITAL
    
    
    426.2 DIVIDEND POLICY
    
    
    426.3 TRANSFER AGENT AND REGISTRAR
    
    
    426.4 MARKET FOR TRADING OF SECURITIES
    
    
    426.5 PRICE RANGE AND TRADING VOLUMES
    
    
    43ITEM 7 MATERIAL CONTRACTS
    
    
    44ITEM 8 ADDITIONAL INFORMATION
    
    
    46APPENDIX A  AUDIT COMMITTEE CHARTER
    
    
    47




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ITEM 1 CORPORATE STRUCTURE
 
 1.1 NAME
  
 1.2 ADDRESS
  
 1.3 INCORPORATION
 Companies
Act
 Corporate Structure
    
    Page 4Annual Information Form  Financial Year Ended November 30, 2009
    
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ITEM 2 GENERAL DEVELOPMENT OF THE BUSINESS
 Université de Montréal
      Description of the Business of the Company
    
    Page 5Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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2.1 HISTORICAL NOTES ON THE COMPANY FOR THE LAST THREE FINANCIAL YEARS
 A. Product Development
 i. Tesamorelin
   New England Journal of Medicine Journal of the International AIDS Society
  Massachusetts General Hospital National Institutes of Health United States Department of Health and Human Services
  Description of the Business of the Company
    
    Page 6Annual Information Form  Financial Year Ended November 30, 2009
    
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ii. Acute Kidney Injury
    iii. Other Molecules
  Description of the Business of the Company
    
    Page 7Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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B. Strategic Alliance Agreement for Tesamorelin
 EMD Serono
  C. Executive Management
  D. Financing Activities
   Description of the Business of the Company
    
    Page 8Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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E. Investments in Other Companies
  
 2.2 RECENT DEVELOPMENTS
 ii
    
 2.3 EXPECTATIONS FOR THE PRESENT FINANCIAL YEAR
  Description of the Business of the Company
    
    Page 9Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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Description of the Business of the Company
    
    Page 10Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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ITEM 3 DESCRIPTION OF THE BUSINESS OF THE COMPANY
 
 3.1 STRATEGIC APPROACH
 A. Mission
  B. Strategy
  
    
    Obtain regulatory approval for the commercialization of tesamorelin for the
treatment of excess abdominal fat in HIV-infected patients with lipodystrophy in the United
States;
    
    Enter into strategic alliance agreements with third parties for regulatory approvals
and for the commercialization of tesamorelin for the treatment of excess abdominal fat in
HIV-infected patients with lipodystrophy in territories outside of the United States;
    
    Develop additional clinical programs for tesamorelin which meet the criteria
described below other than programs in HIV-associated lipodystrophy; and
    
    Manage the life cycle of tesamorelin with the development of new formulations and,
in the longer-term, develop and/or use improved drug delivery systems.
  
    
    Have the ability to be protected by one or more patents;
    
    Have a potential competitive edge over products currently marketed or in
development;
    
    Have a clear regulatory path and a manageable clinical program;
    
    Be aimed at a specialty market where commercial rights can be retained in whole or
in part; and
    
    Have the potential for attractive profit margins with a rapid return on investment.
  C. Business Plan
 i. Commercialization
  Description of the Business of the Company
    
    Page 11Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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ii. Manufacturing
  i
 ii
  iii. Development
  Description of the Business of the Company
    
    Page 12Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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iv. Discovery and Preclinical
    
 3.2 COMPANY PRODUCTS
  A. Product Portfolio Overview
  RegulatoryProducts Currently in Development
    
    Preclinical
    
    
    Phase 1
    
    
    Phase 2
    
    
    Phase 3
    
    
    reviewPrograms developed internally:
 
 Third-party studies evaluating tesamorelin:
 
 
 (1)
    
    The Company has completed its Phase 3 clinical studies and is currently under
regulatory review at the FDA.(2)
    
    Independent Study sponsored by the NIH and led by Dr. Steven Grinspoon and the MGH.(3)
    
    Independent Study sponsored by the NIH and led by Dr. Michael V. Vitiello and the University of
Washington. Description of the Business of the Company
    
    Page 13Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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B. Tesamorelin
 iv
 i. Mechanism of Action
     ii. Development
 Preclinical.
 Phase 1.
 Description of the Business of the Company
    
    Page 14Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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Phase 2.
  Phase 3.
 
    
    It represented an unmet medical need, making it possible for the Company to be among
the first to the market;
    
    It had a potential clinical advantage over other products in development because it
was possible to administer it safely to pre-diabetic and diabetic patients, which
represented approximately 40% of the lipodystrophic patient population;
    
    The Phase 3 clinical program in this indication was manageable for a biotechnology
company the size of Theratechnologies, in terms of number of patients and duration of
treatment; and
    
    The targeted commercial audience was made up of a relatively small number of HIV
specialists.
   AIDS
  Description of the Business of the Company
    
    Page 15Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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Journal of Acquired Immune Deficiency Syndromes
  iii.
   C. Compounds for Acute Kidney Injury
 ii
 Description of the Business of the Company
    
    Page 16Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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3.3 MARKETS AND COMPETITION
  A. HIV-associated Lipodystrophy
 Joint United Nations Programme on HIV/AIDS
  B. Acute Kidney Injury
  ii
  Description of the Business of the Company
    
    Page 17Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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3.4 REGULATORY FRAMEWORK
 Food and Drugs Act
 
 3.5 INTELLECTUAL PROPERTY
    A. Tesamorelin
  Description of the Business of the Company
    
    Page 18Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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B. AKI
  C. Others
  
 3.6 COMMERCIAL AGREEMENTS
 A. Supply Agreements
  i. Bachem
  ii. Draxis
   Description of the Business of the Company
    
    Page 19Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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iii. Becton Dickinson
  iv. Hospira
  v. ABAR
  B. Strategic Alliance Agreements
 i. EMD Serono
  ii. PDC Biotech GmbH
  iii. OctoPlus N.V.
  Description of the Business of the Company
    
    Page 20Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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3.7 HUMAN RESOURCES
  
 3.8 FACILITIES
 Société de portefeuille immobilier GE Q-Tech inc
   Description of the Business of the Company
    
    Page 21Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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3.9 ENVIRONMENT
  
 3.10 RISKS AND UNCERTAINTIES
  The commercial success of the Company depends largely on the development and commercialization of
tesamorelin; the failure by the Company to commercialize tesamorelin would have a material adverse
effect on the Company.
    
    
    receipt of regulatory approvals of tesamorelin for the treatment of excess abdominal fat in
HIV- infected patients with lipodystrophy from the FDA and other regulatory agencies;
    
    market acceptance of the product by the medical community, patients and third-party payers
(such as governmental health administration authorities and private health coverage insurers);
    
    entering into one or more strategic alliance agreements with one or more partners or building
a marketing and sales force in countries other than the United States to help with the regulatory
approval and/or the marketing and sale of tesamorelin for the treatment of excess abdominal fat in
HIV-infected patients with lipodystrophy in those countries;
    
    in the United States, the amount of resources used by the Companys commercial partner to
commercialize tesamorelin;
    
    maintaining manufacturing and supply agreements to ensure the availability of commercial
quantities of tesamorelin through validated processes; the number of competitors in the market;
and
    
    protecting the Companys intellectual property and avoiding patent infringement claims.
 Description of the Business of the Company
    
    Page 22Annual Information Form  Financial Year Ended November 30, 2009
    
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The Company does not have the required regulatory approval to commercialize its products and cannot
guarantee that it will obtain such regulatory approval.
      Description of the Business of the Company
    
    Page 23Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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The Company has no control over the timing of the review of its NDA by the FDA.
 Prescription Drug User Fee Act
  The Company is dependent on the Collaboration and Licensing Agreement for the commercialization of
tesamorelin for the treatment of excess abdominal fat in HIV-infected patients with lipodystrophy
in the United States. This agreement places the commercialization of tesamorelin outside of its
control.
  
    
    the exact timing of the launch of tesamorelin in the United States, if approved by the FDA;
    
    the limited control by the Company on the amount and timing of resources that its commercial
partner will be devoting to the commercialization, marketing and distribution of tesamorelin, which
could adversely affect the Companys ability to obtain or maximize its royalty payments;
    
    disputes or litigation that may arise between the Company and its commercial partner, which
could adversely affect the commercialization of tesamorelin in the United States, all of which will
divert the attention of Companys management and its resources;
    
    its commercial partner not properly defending the Companys intellectual property rights or
using them in such a way as to expose the Company to potential litigation, which could, in both
cases, adversely affect the value of the Companys intellectual property rights;
 Description of the Business of the Company
    
    Page 24Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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
    
    corporate reorganizations or changes in business strategies of its commercial partner, which
could adversely affect such commercial partners willingness or ability to fulfill its obligations
under the Collaboration and Licensing Agreement;
    
    the termination of the Collaboration and Licensing Agreement, which would adversely affect the
commercialization of tesamorelin for the treatment of excess abdominal fat in HIV-infected patients
with lipodystrophy in the United States.
 The Company relies on third parties for the manufacture and supply of tesamorelin and such reliance
may adversely affect the Company if the third parties are unable to fulfill their obligations.
   Market acceptance of the Companys products is uncertain and depends on a variety of factors, some
of which are not under the control of the Company.
  Description of the Business of the Company
    
    Page 25Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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
    
    acceptance of a product by physicians and patients as safe and effective treatments;
product price;
    
    the effectiveness of the Companys sales and marketing efforts (or those of its commercial
partners);
    
    storage requirements and ease of administration;
    
    dosing regimen;
    
    safety and efficacy;
    
    prevalence and severity of side effects; and
    
    competitive products.
 The Companys financial condition could be affected by the introduction of new regulations or
amendments to existing regulations.
  The Company must complete several preclinical and clinical studies for its products which may not
yield positive results and, consequently, could prevent it from obtaining regulatory approval.
   Description of the Business of the Company
    
    Page 26Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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The Company relies on third-party service providers to conduct its preclinical and clinical studies
and respond to the FDAs questions regarding the Companys NDA submission. The failure by one of
these third parties to comply with their obligations may delay the studies, have an adverse effect
on the Companys development program and/or delay the commercialization of tesamorelin for the
treatment of excess abdominal fat in HIV-infected patients with lipodystrophy.
    The conduct of clinical trials requires the enrollment of patients and difficulties in enrolling
patients could delay the conduct of the Companys clinical trials or result in their
non-completion.
  Description of the Business of the Company
    
    Page 27Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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The Companys capacity to generate revenues may be limited by governmental control over the pricing
of prescription drugs.
  The Company must enter into strategic alliance agreements with third parties for the sale and
marketing of its products and there is no guarantee that the Company will be able to achieve these
tasks.
   Description of the Business of the Company
    
    Page 28Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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The failure by the Company to protect its intellectual property may have a material adverse effect
on its ability to develop and commercialize its products.
      Description of the Business of the Company
    
    Page 29Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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The Companys commercial success depends, in part, on its ability not to infringe on third party
patents and other intellectual property rights.
      Description of the Business of the Company
    
    Page 30Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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The Company faces competition and the development of new products by other companies could
materially adversely affect the Companys business and its products.
   The Companys business may be harmed if it is unable to manage its growth effectively.
   The Company depends on its key personnel to research, develop and bring new products to the market
and the loss of key personnel or the inability to attract highly qualified individuals could have a
material adverse effect on its business and growth potential.
  The Company is not profitable and may never achieve profitability.
  Description of the Business of the Company
    
    Page 31Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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The Company may require additional funding and may not be able to raise the capital necessary to
continue and complete the research and development of its products and their commercialization.
   The Company may not receive the full payment of all milestones or royalty payments pursuant to the
agreements entered into with third parties and, consequently, the financial condition and operating
results of the Company could be adversely impacted.
  Description of the Business of the Company
    
    Page 32Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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The Company may not achieve its publicly announced milestones on time.
  The outcome of scientific research is uncertain and the failure by the Company to discover new
products could slow down the growth of its portfolio of products.
  The development and commercialization of drugs could expose the Company to liability claims which
could exceed its insurance coverage.
  The Companys common share price is volatile and investors could lose money as a result of such
volatility.
  Description of the Business of the Company
    
    Page 33Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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ITEM 4 DIRECTORS AND EXECUTIVE OFFICERS
 
 4.1 DIRECTORS
  DIRECTORSNumber ofName, Province or State
    
    
    
    Director
    
    Commonand Country of Residence
    
    Principal Occupation
    
    Since
    
    SharesPaul Pommier(1) (2) (3) (4) (5)Québec, Canada
    
    Chairman of the Board of the Company
    
    
    1997
    
    
    
    190,100Gilles Cloutier(3) (5)North Carolina,United States
    
    Corporate Director
    
    
    2003
    
    
    
    51,000A. Jean de Grandpré(2) (3) (4) (5)Québec, Canada
    
    Corporate Director
    
    
    1993
    
    
    
    200,000Robert G. Goyer(3)
    
    Emeritus ProfessorQuébec, Canada
    
    Faculty of Pharmacy
    
    
    2005
    
    
    
    10,000Université de MontrealGérald A. Lacoste(1) (3) (5)Québec, Canada
    
    Corporate Director
    
    
    2006
    
    
    
    11,000Bernard Reculeau(2)Paris, France
    
    Corporate Director
    
    
    2005
    
    
    
    18,100Yves Rosconi(4)
    
    President and Chief Executive Officer
    
    
    2004
    
    
    
    67,093Québec, Canada
    
    of the CompanyJean-Denis Talon(1) (2)
    
    Chairman of the BoardQuébec, Canada
    
    AXA Canada
    
    
    2001
    
    
    
    60,000(Insurance Company)Luc Tanguay(4)
    
    Senior Executive Vice President andQuébec, Canada
    
    Chief Financial Officer of the Company
    
    
    1993
    
    
    
    83,000
 
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Compensation Committee(3)
    
    Member of the Nominating and Corporate Governance
Committee(4)
    
    Member of the Financing Committee(5)
    
    Member
of the Strategic Review Committee Directors
and Executive Officers
    
    Page 34Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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Biographical Notes of the Directors
 Paul Pommier, MBA. Chairman of the Board of the Company
 Gilles Cloutier, Ph.D. Corporate Director
 A. Jean de Grandpré, C.C., Q.C Corporate Director
 Robert G. Goyer, Ph.D Emeritus professor, Faculty of Pharmacy of the Université de Montréal
 Gérald A. Lacoste, Q.C. Corporate Director. Autorité des marchés financiers
 Bernard Reculeau Corporate Director
 Directors
and Executive Officers
    
    Page 35Annual Information Form  Financial Year Ended November 30, 2009
    
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Yves Rosconi, B. Sc. Pharm. MBA President and Chief Executive Officer of the Company
 Jean-Denis Talon. Chairman of the Board, AXA Canada.
 Luc Tanguay, M.Sc., CFA. Senior Executive Vice President and Chief Financial Officer of the
Company.
 4.2
    
    AUDIT COMMITTEE
 A.
    
    Charter
  B.
    
    Committee Members
  C.
    
    Members Education and Experience
  Paul Pommier.
 Directors and Executive Officers
    
    Page 36Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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Jean-Denis Talon.
 Gérald A. Lacoste.
  D.
    
    External Auditors Service Fees
 Financial Year Ended
    
    Financial Year EndedNovember 30, 2009
    
    November 30, 2008Audit Fees
    
    $
    80,000
    
    
    $
    77,000Audit-Related Fees (1)
    
    $
    17,500
    
    
    $
    71,300Tax Fees (2)
    
    $
    39,626
    
    
    $
    40,064All Other Fees
    
    
    
    
    
    
    
 
 (1)
    
    Audit-related fees relate principally to services rendered in connection with the Companys
quarterly financial statements. For the financial year ended November 30, 2008, audit-related fees
paid to KPMG also included fees related to services rendered in connection with the Companys
public offering.(2)
    
    Tax fees relate to services rendered in connection with the preparation of corporate
tax returns and general tax advice. 4.3
    
    EXECUTIVE OFFICERS
  Directors and Executive Officers
    
    Page 37Annual Information Form  Financial Year Ended November 30, 2009
    
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EXECUTIVE OFFICERS
 Number of CommonName, Province or
    
    
    
    Shares of the CompanyState and Country
    
    
    
    over which Control orof Residence
    
    Office
    
    Direction is ExercisedPaul Pommier 
Québec, Canada
    
    Chairman of the Board of the Company
    
    
    190,100Yves Rosconi 
Québec, Canada
    
    President and Chief Executive Officer
    
    
    67,093Luc Tanguay 
Québec, Canada
    
    Senior Executive Vice President and Chief Financial Officer
    
    
    83,000Marie-Noël Colussi 
Québec, Canada
    
    Vice President, Finance
    
    
    10,075Chantal Desrochers 
Québec, Canada
    
    Vice President, Business Development and Commercialization
    
    
    16,300Andrea Gilpin 
Québec, Canada
    
    Vice President, Investor Relations and Communications
    
    
    6,000Jocelyn Lafond 
Québec, Canada
    
    Vice President, Legal Affairs, and Corporate Secretary
    
    NilChristian Marsolais 
Québec, Canada
    
    Vice President, Clinical Research and Medical Affairs
    
    
    8,597Martine Ortega 
Québec, Canada
    
    Vice President, Compliance and Regulatory Affairs
    
    
    3,000Pierre Perazzelli 
Québec, Canada
    
    Vice President, Pharmaceutical Development
    
    
    1,800Krishna Peri 
Québec, Canada
    
    Vice President, Research
    
    
    35,000
 Biographical Notes of the Executive Officers
  Marie-Noël Colussi, CA. Vice President, Finance Université du Québec à Montréal
 Chantal Desrochers, B.Ph., MBA Vice President, Business Development and Commercialization Université de
Montréal
 Directors and Executive Officers
    
    Page 38Annual Information Form  Financial Year Ended November 30, 2009
    
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Andrea Gilpin, Ph.D., MBA Vice President, Investor Relations and Communications.
 Jocelyn Lafond, LL.B., LL.M. Vice President, Legal Affairs, and Corporate Secretary Université Laval
 Christian Marsolais, Ph.D. Vice President, Clinical Research and Medical Affairs Université de Montréal
 Martine Ortega, Pharm. D. Vice President, Compliance and Regulatory Affairs Université dAix-Marseille
 Pierre Perazzelli, B. Sc. Vice President, Pharmaceutical Development Université Laval
 Krishna Peri, Ph.D. Vice President, Research
 Directors and Executive Officers
    
    Page 39Annual Information Form  Financial Year Ended November 30, 2009
    
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4.4
    
    DECLARATION OF THE DIRECTORS AND OFFICERS ANTECEDENTS
  Bankruptcy and Insolvency Act
   4.5
    
    SECURITIES HELD BY THE DIRECTORS AND EXECUTIVE OFFICERS
  Directors and Executive Officers
    
    Page 40Annual Information Form  Financial Year Ended November 30, 2009
    
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ITEM 5 INTERESTS OF EXPERTS
   Interests of Experts
    
    Page 41Annual Information Form  Financial Year Ended November 30, 2009
    
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ITEM 6 SECURITIES OF THE COMPANY
 6.1
    
    AUTHORIZED SHARE CAPITAL
     6.2
    
    DIVIDEND POLICY
  6.3
    
    TRANSFER AGENT AND REGISTRAR
  6.4
    
    MARKET FOR TRADING OF SECURITIES
  Securities of the Company
    
    Page 42Annual Information Form  Financial Year Ended November 30, 2009
    
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6.5
    
    PRICE RANGE AND TRADING VOLUMES
  PricePeriod
    
    $ High
    
    $ Low
    
    VolumeFebruary 2010 (until the 22nd)
    
    5,03
    
    4,72
    
    1 789 900January 2010
    
    5,42
    
    4,28
    
    4 505 000December 2009
    
    4,45
    
    3,55
    
    5 517 800November 2009
    
    3,29
    
    2,60
    
    1 780 400October 2009
    
    2,88
    
    2,57
    
    2 885 300September 2009
    
    2,68
    
    2,25
    
    3 859 000August 2009
    
    2,70
    
    2,24
    
    3 585 000July 2009
    
    2,33
    
    2,00
    
    2 806 900June 2009
    
    3,00
    
    2,35
    
    2 530 200May 2009
    
    2,75
    
    2,32
    
    2 833 800April 2009
    
    3,10
    
    1,98
    
    4 721 300March 2009
    
    1,94
    
    1,50
    
    3 228 900February 2009
    
    1,56
    
    1,20
    
    4 642 300January 2009
    
    2,19
    
    1,25
    
    6 372 300December 2008
    
    2,00
    
    1,35
    
    4 984 900
 Securities of the Company
    
    Page 43Annual Information Form  Financial Year Ended November 30, 2009
    
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ITEM 7 MATERIAL CONTRACTS
     i.
    
    the bid must be made to all holders of Common Shares;ii.
    
    the bid must include a condition without reservation providing that no share tendered
pursuant to the bid will be taken up prior to the expiry of a period of not less than 60 days
and only if at such date more than 50% in aggregate of the outstanding shares held by the
shareholders other than the bidder, its associates and affiliates, and persons acting jointly
or in concert with such persons (hereafter the Independent Shareholders) have been tendered
pursuant to the bid and not withdrawn;iii.
    
    if more than 50% in aggregate of the shares held by Independent Shareholders are
tendered to the bid within the 60-day period, the bidder must make a public announcement of
that fact and the bid must remain open for deposits of shares for an additional ten business
days from the date of such public announcement.
  Material Contracts
    
    Page 44Annual Information Form  Financial Year Ended November 30, 2009
    
    Theratechnologies Inc.




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v
 ii
 Société de Portefeuille
Immobilier GE Q Tech inc
 iii
 iv
 i
    Material Contracts
    
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ITEM 8 ADDITIONAL INFORMATION
    Additional Information
    
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APPENDIX A  AUDIT COMMITTEE CHARTER
 I.
    
    MandateThe Audit Committee (the Committee) is responsible for assisting the Companys Board of
Directors (the Board) in overseeing the following:
 A.
    
    the integrity of the Companys financial statements and related information;B.
    
    the internal control systems of the Company;C.
    
    the appointment and performance of the external auditor; andD.
    
    the supervision of the Companys Risk Management.
 II.
    
    Obligations and DutiesThe Committee carries out the duties usually entrusted to an audit committee and any other
duty assigned from time to time by the Board. Management has the responsibility to ensure
the integrity of the financial information and the effectiveness of the Companys internal
controls. The external auditor has the responsibility to verify and certify the accurate
presentation of the Companys financial statements; at the same time evaluating the
internal control process to determine the nature, extent and chronology of the auditing
procedures used. The Committee has the responsibility to supervise the participants
involved in the preparation process of the financial information and to report on this to
the Board.Specifically, the Committee is charged with the following obligations and duties:
 A.
    
    Integrity of the Companys Financial Statements and Related Information
 1.
    
    Review annual and quarterly consolidated financial statements
and all financial information legally required to be disclosed by the Company,
i.e. financial information contained in the Management Discussion and
Analysis report, the annual information form and the press releases, as the
case may be, discuss such with management and the external auditor, and
suggest recommendations to the Board, as the case may be.2.
    
    Approve the interim Financial Statements, the interim
Management Discussion and Analysis reports and all supplements to these
Management Discussion and Analysis reports which have to be filed with
regulatory authorities.3.
    
    On a periodic basis, review and discuss with management and
the external auditor the following:
 a.
    
    major issues regarding accounting principles and financial
statement presentations, including any significant changes in the Companys
selection or application of accounting principles, and major issues as to the
adequacy of the Companys internal controls and any special audit steps
adopted in light of material control deficiencies;b.
    
    the effect of regulatory and accounting initiatives, as well
as off-balance sheet structures, on the financial statements of the Company;
andc.
    
    the type and presentation of information to be included in
press releases dealing with financial results (paying particular attention to
any use of pro-forma information or information adjusted by means of
non-generally accepted accounting principles).
 Appendix  A Audit Committee Charter
    
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4.
    
    Review and discuss reports from the external auditor on:
 a.
    
    all critical accounting policies and practices used by the
Company; andb.
    
    all material alternative treatments of financial information
within generally accepted accounting principles that have been discussed with
management, including the ramifications of the use of such alternate
treatments and disclosures and the treatment preferred by the external
auditor.
 B.
    
    Supervision of the Companys Internal Control Systems
 1.
    
    Review and discuss with management and with the external
auditor present reports and, when appropriate, provide recommendations to the
Board on the following:
 a.
    
    actual financial data compared with budgeted data;b.
    
    the Companys internal control system;c.
    
    the relationship of the Committee with the management and
audit committees of the Companys consolidated subsidiaries. With respect to
the subsidiaries, the Committee must:
 
    
    obtain precisions as to the mandate of the audit committees;
    
    enquire about internal controls and study related risks;
    
    obtain the external auditors report to the audit committees
on the planning of external auditing;
    
    obtain the external auditors report to the audit committees
on the auditing results;
    
    obtain copy of the minutes of the audit committees meetings;
and
    
    ensure that the critical accounting policies and practices
are identical to the Companys.
 2.
    
    Study the feasibility of implementing an internal auditing
system and when implemented, establish its responsibilities and supervise its
work.3.
    
    Establish procedures for the receipt, retention and treatment
of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and procedures for the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
 C.
    
    Appointment and Performance Supervision of the External Auditor
 1.
    
    Provide recommendations to the Board on the selection of the
external auditor to be appointed by the shareholders.2.
    
    Approve in advance and recommend to the Board the external
auditors remuneration and more specifically fees and terms of all audit,
review or certification services to be provided by the external auditor to the
Company and any consolidated subsidiary.3.
    
    Supervise the performance of the external auditor in charge
of preparing or issuing an audit report or performing other audit services or
certification services for the Company or any consolidated subsidiary of the
Company,
 Appendix  A Audit Committee Charter
    
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where required, and review all related questions as to the terms of its mission and
the revision of its mission.4.
    
    Pre-approve all engagements for permitted non-audit services provided by the
external auditor to the Company and any consolidated subsidiary, and to this effect
and at its convenience, establish policies and procedures for the engagement of the
external auditor to provide to the Company and any consolidated subsidiary permitted
non-audit services, which shall include approval in advance by the Committee of all
audit/review services and permitted non-audit services to be provided to the Company
and any consolidated subsidiary by the external auditor.5.
    
    At least annually, consider, assess and report to the Board on:
 a.
    
    the independence of the external auditor, including whether the external
auditors performance of permitted non-audit services is compatible with the external
auditors independence;b.
    
    the obtaining from the external auditor of a written statement
i) describing all relationships between the external auditor and the Company;
ii) assuring that lead audit partner rotation is carried out, as required by law;
and
iii) describing any other relationship that may adversely affect the independence
of the external auditor; andc.
    
    the evaluation of the lead audit partner, taking into account the opinions of
management and the internal auditor.
 6.
    
    At least annually, obtain and review a report by the external auditor
describing:
 a.
    
    the external auditors internal quality-control procedures; andb.
    
    any material issues raised by the most recent internal quality-control review
(or peer review) of the external auditors firm, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five years, with
respect to one or more independent audits carried out by the external auditors
firm, and any steps taken to deal with any such issues.
 7.
    
    Resolve any disagreement between management and the external auditor
regarding financial reporting.8.
    
    Review the audit process with the external auditor.9.
    
    Review and discuss with the Chief Executive Officer and Chief Financial
Officer of the Company the process for the certifications to be provided in the
Companys public disclosure documents.10.
    
    Meet periodically with the external auditor in the absence of management.11.
    
    Establish procedures with respect to hiring the external auditors employees and former
employees.
 D.
    
    Supervision of the Companys Risk ManagementReview, report and, where appropriate, provide recommendations to the Board on the
following:
 1.
    
    the Companys processes for identifying, assessing and managing risk;2.
    
    the Companys major financial risk exposures and the steps the Company has taken to
monitor and control such exposures;
 Appendix  A Audit Committee Charter
    
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3.
    
    the Companys insurance portfolio and the adequacy of the coverage; and4.
    
    the Companys investment policy.
 III.
    
    External AdvisorsIn discharging its duties and responsibilities, the Committee is empowered to retain
external legal counsel or other external advisors, as appropriate. The Company shall
provide the necessary funds to secure the services of such advisors.IV.
    
    Composition of the CommitteeThe Committee is composed of any number of Directors, but no less than three, as may be
determined by the Board from time to time by resolution. Each member of the Committee shall be
independent from the Company and is financially literate, as determined by the Board and in
conformity with applicable laws, rules and regulations.V.
    
    Term of the MandateCommittee members are appointed by Board resolution to carry out their mandate extending
from the date of the appointment to the next annual general meeting of the shareholders or
until their successors are so appointed.VI.
    
    VacancyThe Board may fill vacancies at any time by resolution. Subject to the constitution of the
quorum, the Committees members can continue to act even if there is one or many vacancies on the
Committee.VII.
    
    ChairmanThe Board appoints the Committee Chairman who will call and chair the meetings.The
Chairman reports to the Board the deliberations of the Committee and its recommendations.VIII.
    
    SecretaryUnless otherwise determined by resolution of the Board, the Secretary of the Company shall
act as Committee Secretary. The Secretary must attend Committee meetings and prepare the
minutes. He/she must provide notification of meetings as directed by the Committee
Chairman. The Secretary is the guardian of the Committees records, books and archives.IX.
    
    Meeting ProceedingsThe Committee establishes its own procedures as to how meetings are called and conducted.
Unless it is otherwise decided, the Committee shall meet privately and independently from
Management at each regularly scheduled meeting. In the absence of the regularly appointed
Chairman, the meeting shall be chaired by another Committee member selected among attending
participants and appointed accordingly. In the absence of the regularly appointed
Secretary, Committee members shall designate someone to carry out this duty.The Committee shall meet at least four times a year with management and the external auditor,
and at least once a year, separately in executive session in the absence of management and the
external auditor. At least once a year, the Committee invites the Chief
 Appendix  A Audit Committee Charter
    
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Financial Officer of each subsidiary to present the financial information and internal
control systems related to such subsidiary.X.
    
    Quorum and VotingUnless the Board otherwise specifies by resolution, two Committee members shall constitute an
appropriate quorum for deliberation of items on the agenda. During meetings, decisions are reached
by a majority of votes from Committee members, unless the quorum is of two members, in which case
decisions are made by consensus of opinion.XI.
    
    RecordsThe Committee keeps records that are deemed necessary of its deliberations and reports
regularly to the Board on its activities and recommendations.XII.
    
    Effective DateThis charter was adopted by the Directors at its May 3, 2004 Board meeting. It was amended by
the Directors during the April 13, 2005 and February 8, 2006 Board meetings.
 Appendix  A Audit Committee Charter
    
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