##### Table of Contents



Exhibit
    99.3
 CONSOLIDATED
    FINANCIAL STATEMENTS
    FOR THE YEARS ENDED 2010 AND 2009 F-1




---



##### Table of Contents



AUDITORS
    REPORT TO THE SHAREHOLDERS
        
       F-2




---



##### 



THERATECHNOLOGIES
    INC.
  CONSOLIDATED
    FINANCIAL STATEMENTS
 YEARS ENDED
    NOVEMBER 30, 2010 AND 2009 AND AS AT DECEMBER 1,
    2008
     
 Financial StatementsConsolidated Statement of Financial Position


F-4Consolidated Statement of Comprehensive Income


F-5Consolidated Statement of Changes in Equity


F-6Consolidated Statement of Cash Flows


F-7Notes to the Consolidated Financial Statements


F-8   
 F-3




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  CONSOLIDATED STATEMENT OF FINANCIAL POSITION
 AS AT
    NOVEMBER 30, 2010 AND 2009 AND DECEMBER 1,
    2008
  ­
    ­
  NOVEMBER 30,


NOVEMBER 30,


DECEMBER 1,NOTE

2010


2009


2008$


$


$(in thousands of Canadian dollars)AssetsCurrent assets:Cash




26,649



1,519



133Bonds

8


1,860



10,036



10,955Trade and other receivables

9


161



375



610Tax credits and grants receivable

10


332



1,333



1,451Inventories

11


4,317



2,225



Prepaid expenses




1,231



630



739Total current assets




34,550



16,118



13,888Non-current assets:Bonds

8


36,041



51,807



35,249Property and equipment

12


1,060



1,229



1,299Other assets












2,776Total non-current assets




37,101



53,036



39,324Total assets




71,651



69,154



53,212LiabilitiesCurrent liabilities:Accounts payable and accrued liabilities

13


4,977



5,568



6,865Current portion of deferred revenue

4


6,847



6,847



Total current liabilities




11,824



12,415



6,865Non-current liabilities:Other liabilities

14


325







Deferred revenue

4


6,846



13,691



Total non-current liabilities




7,171



13,691



Total liabilities




18,995



26,106



6,865EquityShare capital

15


279,398



279,169



269,219Contributed surplus




7,808



6,757



5,760Deficit




(235,116
)


(244,160
)


(229,004
)Accumulated other comprehensive income




566



1,282



372Total equity




52,656



43,048



46,347Contingent liability

18Commitments

23Subsequent events

26Total liabilities and equity




71,651



69,154



53,212    On behalf of the Board,(signed) Paul Pommier

(signed) Jean-Denis TalonDirector

Director    F-4




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  CONSOLIDATED
    STATEMENT OF COMPREHENSIVE INCOME
 YEARS ENDED
    NOVEMBER 30, 2010 AND 2009
  ­
    ­
  NOVEMBER 30,


NOVEMBER 30,NOTE

2010


2009$


$(in thousands of Canadian dollars, except per share
    amounts)Revenue:Research services:Milestone payments

4


25,000



10,884Upfront payments and initial technology access fees

4


6,846



6,560Royalties and license fees




22



24Total revenue




31,868



17,468Cost of sales




469



Research and development expenses, net of tax credits of $934
    (2009  $1,795)

10


14,064



20,810Selling and market development expenses

6


2,670



6,862General and administrative expenses




8,002



6,543Total operating expenses




25,205



34,215Results from operating activities




6,663



(16,747
)Finance income

7


1,888



2,252Finance costs

7


493



(661
)Total net financial income




2,381



1,591Net profit (loss) before income taxes




9,044



(15,156
)Income tax expense

16


114



Net profit (loss)




8,930



(15,156
)Other comprehensive income (loss), net of tax:Net change in fair value
    available-for-sale
    financial assets, net of tax




(390
)


1,039Net change in fair value
    available-for-sale
    financial assets transferred to net profit (loss), net of tax




(326
)


(129
)(716
)


910Total comprehensive income (loss) for the year




8,214



(14,246
)Basic and diluted earnings (loss) per share

15


0.15



(0.25
)     F-5




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  CONSOLIDATED
    STATEMENT OF CHANGES IN EQUITY
 YEARS ENDED
    NOVEMBER 30, 2010 AND 2009
  ­
    ­
  UNREALIZED GAINSOR LOSSES ONAVAILABLE-FOR-SALESHARE CAPITAL


CONTRIBUTED


FINANCIALNOTE

NUMBER


DOLLARS


SURPLUS


ASSETS (i)


DEFICIT


TOTAL$


$


$


$


$(in thousands of Canadian dollars)Balance as at December 1, 2008




58,215,090



269,219



5,760



372



(229,004
)


46,347Total comprehensive income (loss) for the year:Net loss




















(15,156
)


(15,156
)Other comprehensive income (loss):Net change in fair value of
    available-for-sale
    financial assets, net of tax
















1,039







1,039Net change in fair value of
    available-for-sale
    financial assets transferred to net profit (loss), net of tax
















(129
)






(129
)Total comprehensive income (loss) for the year
















910



(15,156
)


(14,246
)Transactions with owners, recorded directly in equity:Issue of common shares

15(i)


2,214,303



9,950















9,950Share-based compensation for stock option plan

15(iv)










997











997Total contributions by owners




2,214,303



9,950



997











10,947Balance as at November 30, 2009




60,429,393



279,169



6,757



1,282



(244,160
)


43,048Total comprehensive income (loss) for the year:Net profit




















8,930



8,930Other comprehensive income (loss):Net change in fair value of
    available-for-sale
    financial assets, net of tax
















(390
)






(390
)Net change in fair value of
    available-for-sale
    financial assets transferred to net profit (loss), net of tax
















(326
)






(326
)Total comprehensive income (loss) for the year
















(716
)


8,930



8,214Transactions with owners, recorded directly in equity:Issue of common shares

15(i)


2,880



15















15Income tax related to share issue costs




















114



114Share-based compensation plan:Share-based compensation for stock option plan

15(iv)










1,133











1,133Exercise of stock options:Monetary consideration

15(iv)


80,491



132















132Attributed value

15(iv)






82



(82
)










Total contributions by owners




83,371



229



1,051







114



1,394Balance as at November 30, 2010




60,512,764



279,398



7,808



566



(235,116
)


52,656    (i)
    
    Accumulated other comprehensive
    income.   F-6




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
 YEARS ENDED
    NOVEMBER 30, 2010 AND 2009
    NOVEMBER 30,


NOVEMBER 30,NOTE

2010


2009$


$(in thousands of Canadian dollars)Operating activities:Net profit (loss)




8,930



(15,156
)Adjustments for:Depreciation of property and equipment

12


466



612Share-based compensation




1,133



997Income tax expense




114



Write-down of inventories

11


192



Lease inducements and amortization

17


325



Operating activities before changes in operating assets and
    liabilities




11,160



(13,547
)Change in accrued interest income on bonds




728



(923
)Change in trade and other receivables




214



235Change in tax credits and grants receivable




1,001



118Change in inventories




(2,284
)


(2,225
)Change in prepaid expenses




(601
)


109Change in other assets








2,776Change in accounts payable and accrued liabilities




(473
)


(1,424
)Change in deferred revenue




(6,845
)


20,538(8,260
)


19,204Cash flows from operating activities




2,900



5,657Financing activities:Proceeds from issue of share capital




15



9,950Proceeds from exercise of stock options

15


132



Share issue costs








(8
)Cash flows from financing activities




147



9,942Investing activities:Acquisition of property and equipment

12


(415
)


(407
)Proceeds from sale of bonds




22,498



15,305Acquisition of bonds








(29,111
)Cash flows from (used in) investing activities




22,083



(14,213
)Net change in cash




25,130



1,386Cash as at December 1




1,519



133Cash as at November 30




26,649



1,519  ­
    ­
     F-7




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##### Table of Contents



THERATECHNOLOGIES
    INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    YEARS ENDED NOVEMBER 30, 2010 AND 2009 AND AS AT
    DECEMBER 1, 2008
    (IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT PER SHARE
    AMOUNTS)
  1.
    Reporting
    Entity:  EGRIFTA ® EGRIFTA ®
    Companies Act
  2.
    Basis of
    Preparation:   (a)
    Statement of
    Compliance: First-time Adoption of International Financial Reporting
    Standards
      (b)
    Basis of
    Measurement: available-for-sale
    (c)
    Functional and
    Presentation Currency:   (d)
    Use of
    Estimates and Judgements:    n
    Note 4  Revenue and deferred revenue;n
    Note 15 (iv)  Stock option plan; F-8




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
   n
    Note 16  Income taxes;n
    Note 18  Contingent liability.        3.
    Significant
    Accounting Policies:      (a)
    Basis of
    Consolidation:     (b)
    Foreign
    Currency:   available-for-sale
  (c)
    Revenue
    Recognition:  F-9




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
     (i)
    Sale of
    Goods:   (ii)
    Royalties and
    License Fees:   (iii)
    Research
    Services:   (a)
    Upfront Payments and Initial Technology Access Fees:   (b)
    Milestone Payments:   (d)
    Cost of
    Sales: start-up
  (e)
    Employee
    Benefits:  Salaries
    and Short-Term Employee Benefits:
   Post-Employment
    Benefits:
   Termination
    Benefits:
  F-10




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
   (f)
    Finance Income
    and Finance Costs: available-for-sale available-for-sale
    (g)
    Inventories: first-in
    (h)
    Property and
    Equipment:  Recognition
    and Measurement:
       Subsequent
    Costs:
 day-to-day
  Depreciation:
    ASSET

METHOD

RATE/PERIODComputer equipment

Declining balance

50%Laboratory equipment

Declining balance

20%and straight-line

5 yearsOffice furniture and equipment

Declining balance

20%Leasehold improvements

Straight-line

Lower of term of lease
    or economic life     F-11




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
     (i)
    Intangible
    Assets:  Research
    and Development:
       (j)
    Financial
    Instruments: available-for-sale
  available-for-sale
  Available-for-sale available-for-sale available-for-sale
  (k)
    Other
    Assets:     (l)
    Leases:    F-12




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
   (m)
    Impairment:  Financial
    Assets:
       available-for-sale available-for-sale
  available-for-sale available-for-sale
  Non-Financial
    Assets:
    F-13




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
   (n)
    Provisions:   Onerous
    Contracts:
   Site
    Restoration:
   Contingent
    Liability:
   (o)
    Income
    Taxes:   Current
    Tax:
   Deferred
    Tax:
      F-14




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
   (p)
    Share-Based
    Compensation:       (q)
    Government
    Grants:   (r)
    Share
    Capital: Common
    Shares:
   (s)
    Earnings Per
    Share:   (t)
    New Standards
    and Interpretations not yet Applied:   Annual
    Improvements to IFRS:
    F-15




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
     (i)
    IFRS 3: Revision
    to IFRS 3, Business Combinations:
    n
    the choice of measuring non-controlling interests at fair value
    or at the proportionate share of the acquirees net assets
    applies only to instruments that represent present ownership
    interests and entitle their holders to a proportionate share of
    the net assets in the event of liquidation. All other components
    of non-controlling interest are measured at fair value unless
    another measurement basis is required by IFRS.n
    application guidance relating to the accounting for share-based
    payments in IFRS 3 applies to all share-based payment
    transactions that are part of a business combination, including
    unreplaced awards (i.e., unexpired awards over the acquiree
    shares that remain outstanding rather than being replaced by the
    acquirer) and voluntarily replaced share-based payment awards.  (ii)
    IFRS 7: Amendment
    to IFRS 7, Financial Instruments: Disclosures:
     (iii)
    IAS 1: Amendment
    to IAS 1, Presentation of Financial Statements:
     (iv)
    IAS 27: Amendment
    to IAS 27, Consolidated and Separate Financial
    Statements:
   The Effects of Changes in Foreign
    Exchange Rates Investments in Associates, Interests in Joint Ventures.
  (v)
    IAS 34: Amendment
    to IAS 34, Interim Financial Reporting:
     New or revised standards and interpretations:
   (i)
    IAS 24: Amendments
    to IAS 24, Related Party Disclosures:
  F-16




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
     (ii)
    IFRS 8: IFRS
    8, Operating Segments:
     (iii)
    IFRS 9: New
    standard IFRS 9, Financial Instruments:
    n
    deals with classification and measurement of financial assetsn
    establishes two primary measurement categories for financial
    assets: amortized cost and fair valuen
    classification depends on entitys business model and the
    contractual cash flow characteristics of the financial assetn
    eliminates the existing categories: held to maturity, available
    for sale, and loans and receivables.    4.
    Revenue and
    Deferred Revenue:         F-17




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
     EGRIFTA ® EGRIFTA ®
    5.
    Personnel
    Expenses:     NOVEMBER 30,


NOVEMBER 30,NOTE


2010


2009$


$Salaries and short-term employee benefits






11,577



10,779Post-employment benefits






579



542Termination benefits






20



275Share-based compensation


15
(iv)


1,133



997Total personnel expenses






13,309



12,593    6.
    Selling and
    Market Development Expenses:    7.
    Finance Income
    and Finance Costs:     NOVEMBER 30,


NOVEMBER 30,2010


2009$


$Interest income


1,562



2,123Net gain on disposal of
    available-for-sale
    financial assets transferred from equity


326



129Finance income


1,888



2,252Bank charges


(18
)


(26
)Net foreign currency gain (loss)


511



(635
)Finance costs


493



(661
)Net finance income recognized in net profit (loss)


2,381



1,591   F-18




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
       NOVEMBER 30,


NOVEMBER 30,2010


2009$


$Net change in fair value of
    available-for-sale
    financial assets


(390
)


1,039Net change in fair value of
    available-for-sale
    financial assets transferred to net profit (loss)


(326
)


(129
)Finance (costs) income recognized in other comprehensive income,
    net of tax


(716
)


910    8.
    Bonds:  available-for-sale
    9.
    Trade and Other
    Receivables:     NOVEMBER 30,


NOVEMBER 30,


DECEMBER 1,NOTE


2010


2009


2008$


$


$Trade receivables






6



3



12Sales tax receivable






100



190



419Loans granted to employees under the share purchase plan


15
(iii)


25



74



91Loans granted to related parties under the share purchase plan


15
(iii)


22



75



59Other receivables






8



33



29161



375



610      10.
    Tax Credits and
    Grants Receivable:     NOVEMBER 30,


NOVEMBER 30,2010


2009$


$Balance at beginning of the year


1,333



1,451Investment tax credits and grants received


(1,935
)


(1,913
)Investment tax credits and grants recognized in net profit (loss)


934



1,795332



1,333     F-19




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
        $2023


4522024


1,5972025


1,8632026


2,1782027


3,0002028


3,3282029


2,2502030


1,16715,835    11.
    Inventories:     NOVEMBER 30,


NOVEMBER 30,


DECEMBER 1,2010


2009


2008$


$


$Raw materials


3,395



2,225



Work in progress


922







4,317



2,225



       F-20




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    12.
    Property and
    Equipment:     OFFICECOMPUTER


LABORATORY


FURNITURE AND


LEASEHOLDEQUIPMENT


EQUIPMENT


EQUIPMENT


IMPROVEMENTS


TOTAL$


$


$


$


$Cost:Balance at December 1, 2008


682



1,824



1,015



1,846



5,367Additions


222



125



188



8



543Disposals


(30
)


(4
)


(79
)






(113
)Balance at November 30, 2009


874



1,945



1,124



1,854



5,797Additions


130



116



7



46



299Disposals


(63
)


(43
)


(2
)






(108
)Balance at November 30, 2010


941



2,018



1,129



1,900



5,988Accumulated depreciation:Balance at December 1, 2008


500



1,427



700



1,441



4,068Depreciation for the year


147



96



79



290



612Disposals


(30
)


(4
)


(78
)






(112
)Balance at November 30, 2009


617



1,519



701



1,731



4,568Depreciation for the year


170



88



85



123



466Disposals


(63
)


(41
)


(2
)






(106
)Balance at November 30, 2010


724



1,566



784



1,854



4,928Net carrying amounts:December 1, 2008


182



397



315



405



1,299November 30, 2009


257



426



423



123



1,229November 30, 2010


217



452



345



46



1,060       NOVEMBER 30,


NOVEMBER 30,2010


2009$


$Cost of sales


8



Research and development expenses


231



306Selling and market development expenses


10



14General and administrative expenses


217



292466



612   F-21




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    13.
    Accounts Payable
    and Accrued Liabilities:     NOVEMBER 30,


NOVEMBER 30,


DECEMBER 1,NOTE


2010


2009


2008$


$


$Trade payables






1,001



1,984



284Accrued liabilities and other payables






1,440



1,768



4,692Salaries and benefits due to related parties


25



565



450



504Employee salaries and benefits payable






1,971



1,366



1,3854,977



5,568



6,865      14.
    Other
    Liabilities:    15.
    Share
    Capital:               (i)
    2010:   2009:
       (ii)
    Shareholder
    Rights Plan:  F-22




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
       (iii)
    Share Purchase
    Plan:            F-23




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
   (iv)
    Stock Option
    Plan:        WEIGHTEDAVERAGEEXERCISE PRICEOPTIONS


PER OPTION$Options at December 1, 2008


2,161,800



6.52Granted


680,500



1.83Expired


(58,500
)


5.16Forfeited


(118,000
)


9.92Options at November 30, 2009


2,665,800



5.20Granted


335,000



4.03Expired


(32,500
)


11.15Forfeited


(38,671
)


3.61Exercised (weighted average share price: $5.14)


(80,491
)


1.66Options at November 30, 2010


2,849,138



5.12Exercisable at November 30, 2010


2,196,403



5.77       OPTIONS OUTSTANDINGWEIGHTEDAVERAGE


WEIGHTEDNUMBER OF


REMAINING


AVERAGEOPTIONS


LIFE


EXERCISEPRICE RANGE ($)

OUTSTANDING


(YEARS)


PRICE$1.20  2.00


1,183,015



6.54



1.712.01  2.75


141,459



3.85



2.592.76  3.75


70,000



5.51



3.373.76  4.60


265,000



9.03



3.844.61  6.00


95,000



7.69



4.936.01  9.00


570,664



4.82



8.179.01  13.50


480,000



2.86



10.7213.51  15.30


44,000



0.36



15.122,849,138



5.59



5.12   F-24




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
       NOVEMBER 30,

NOVEMBER 30,2010

2009Risk-free interest rate


2.49
%


1.83
%Expected volatility


81.13
%


79.50
%Average option life in years


7.5



7.5Expected dividends


nil



nilGrant-date share price

$
4.03


$
1.83Option exercise price

$
4.03


$
1.83         WEIGHTEDAVERAGENUMBER OF


GRANT-DATEOPTIONS


FAIR VALUE$2010


335,000



3.052009


680,500



1.36      (v)
    Earnings Per
    Share:    NOVEMBER 30,


NOVEMBER 30,2010


2009Issued common shares at December 1


60,429,393



58,215,090Effect of share options exercised


49,030



Effect of shares issued during the year


1,609



2,099,219Weighted average number of common shares at November 30


60,480,032



60,314,309   F-25




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
       NOVEMBER 30,


NOVEMBER 30,2010


2009Weighted average number of common shares (basic)


60,480,032



60,314,309Effect of stock options on issue


842,959



Weighted average number of common shares (diluted) at November 30


61,322,991



60,314,309        16.
    Income
    Taxes:     NOVEMBER 30,


NOVEMBER 30,2010


2009$


$Current tax expense:Current tax expense for the year


3,285



Recognition of previously unrecognized tax losses


(3,171
)


Current Income tax expense


114



Deferred tax expense:Recognition and reversal of temporary differences






(4,031
)Change in unrecognized deductible temporary differences






4,031Deferred income tax expense






Total income tax expense


114



       NOVEMBER 30,


NOVEMBER 30,2010


2009$


$Income taxes at domestic tax statutory rate


2,713



(4,683
)Change in unrecognized deductible temporary differences


(3,171
)


4,031Non-deductible expenses and other


572



652114



    Deferred
    tax assets:
  F-26




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
   Unrecognized
    deferred tax assets:
    NOVEMBER 30,


NOVEMBER 30,2010


2009$


$Long-term:Research and development expenses


30,143



29,380Deferred non-capital losses


21,013



21,490Property and equipment


609



674Intellectual property and patent fees


9,230



12,307Available deductions and other


4,648



4,96365,643



68,814           NOVEMBER 30,


NOVEMBER 30,2010


2009FEDERAL


PROVINCIAL


FEDERAL


PROVINCIAL$


$


$


$Research and development expenses, without time limitation


103,324



123,062



103,346



115,686Losses carried forward:2014


1,216







9,603



2015


275







275



2027


7,638



7,628



7,638



7,6282028


46,316



32,174



46,316



46,2712029


19,484



16,467



21,785



18,8022030


11,440



11,436







Other temporary differences, without time limitation:Excess of tax value of property and equipment over carrying value


2,773



1,666



3,121



1,785Tax value of intellectual property and patent fees


34,301



34,289



45,735



45,718Available deductions and other


57,343



1,412



58,415



2,732   F-27




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##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    17.
    Operating
    Leases:          25-month
    18.
    Contingent
    Liability:  EGRIFTA ®
      19.
    Statement of Cash
    Flows:     NOVEMBER 30,


NOVEMBER 30,


DECEMBER 1,2010


2009


2008$


$


$Additions to property and equipment included in accounts payable
    and accrued liabilities


65



183



48Share issue costs included in accounts payable and accrued
    liabilities










8    F-28




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    20.
    Financial
    Instruments:   Overview:
   (a)
    Credit
    Risk:     (b)
    Liquidity
    Risk: and/or
       NOVEMBER 30, 2010CARRYING


LESS THAN


1 TO


MORE THANTOTAL


AMOUNT


1 YEAR


5 YEARS


5 YEARS$


$


$


$


$Accounts payable and accrued liabilities


4,977



4,977



4,977







    NOVEMBER 30, 2009CARRYING


LESS THAN


1 TO


MORE THANTOTAL


AMOUNT


1 YEAR


5 YEARS


5 YEARS$


$


$


$


$Accounts payable and accrued liabilities


5,568



5,568



5,568







   (c)
    Currency
    Risk:  F-29




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
     12-month
       NOVEMBER 30, 2010$US


EURO


GBPCash


26,424







1Trade and other receivables










Accounts payable and accrued liabilities


(465
)


(26
)


(81
)Items exposed to currency risk


25,959



(26
)


(80
)    NOVEMBER 30, 2009$US


EURO


GBPCash


1,471







Trade and other receivables






4



Accounts payable and accrued liabilities


(1,095
)






(25
)Items exposed to currency risk


376



4



(25
)    DECEMBER 1, 2008$US


EURO


GBPCash


1







Trade and other receivables










Accounts payable and accrued liabilities


(2,589
)


(159
)


(348
)Items exposed to currency risk


(2,588
)


(159
)


(348
)  F-30




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
      NOVEMBER 30, 2010


NOVEMBER 30, 2009


DECEMBER 1, 2008AVERAGE


REPORTING


AVERAGE


REPORTING


AVERAGE


REPORTINGRATE


DATE RATE


RATE


DATE RATE


RATE


DATE RATE$US  C$


1.0345



1.0266



1.0594



1.0556



1.0479



1.2370EURO  C$


1.3848



1.3326



1.5808



1.5852



1.5440



1.5711GBP  C$


1.6051



1.5969



1.7597



1.7366



1.9767



1.9060      NOVEMBER 30, 2010

NOVEMBER 30, 2009$US

EURO

GBP

$US

EURO

GBPIncrease in net profit (loss)


1,298



(1
)


(4
)


19







(1
)     (d)
    Interest Rate
    Risk:   and/or
        21.
    Capital
    Management:     F-31




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
             22.
    Determination of
    Fair Values:  and/or
  Financial
    Assets and Liabilities:
  n
    Level 1: defined as observable inputs such as
    quoted prices in active markets.n
    Level 2: defined as inputs other than quoted
    prices in active markets that are either directly or indirectly
    observable.n
    Level 3: defined as inputs that are based on
    little or no observable market data, therefore requiring
    entities to develop its own assumptions.     Share-Based
    Payment Transactions:
  F-32




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    23.
    Commitments:  (a)
    Leases:    NOVEMBER 30,


NOVEMBER 30,


DECEMBER 1,2010


2009


2008$


$


$Less than one year


55



340



816Between one and five years


2,239



2,020



340More than five years


3,943



4,216



6,237



6,576



1,156    (b)
    Long-term
    Procurement Agreements: EGRIFTA ®
  (c)
    Credit
    Facility:     24.
    Operating
    Segments:      25.
    Related
    Parties:         NOVEMBER 30,


NOVEMBER 30,NOTE


2010


2009$


$Short-term employee benefits






1,891



1,647Post-employment benefits






61



59Share-based compensation


15
(iv)


331



1752,283



1,881     F-33




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
     26.
    Subsequent
    Events:  Distribution
    and Licensing Agreement:
 EGRIFTA ®
  EGRIFTA ® EGRIFTA ® EGRIFTA ®
  EGRIFTA ®
  EGRIFTA ® EGRIFTA ® EGRIFTA ® EGRIFTA ® EGRIFTA ®
  Deferred
    Share Unit Plan:
   Stock
    Option Plan:
  F-34




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    27.
    Transition to
    IFRS:        (i)
    Share-based payment transaction exemption:    (ii)
    Designation of financial assets and financial liabilities
    exemption:  held-for-trading
     F-35




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
        DECEMBER 1, 2008


NOVEMBER 30, 2009IFRS


IFRS








IFRS


IFRSCANADIAN


ADJUST-


RECLASSI-





CANADIAN


ADJUST-


RECLASSI-NOTE


GAAP


MENTS


FICATIONS


IFRS


GAAP


MENTS


FICATIONS


IFRS$


$


$


$


$


$


$


$AssetsCurrent assets:Cash






133











133



1,519











1,519Bonds






10,955











10,955



10,036











10,036Trade and other receivables






610











610



375











375Tax credits and grants receivable


(a
)


1,784







(333
)


1,451



1,666







(333
)


1,333Inventories






















2,225











2,225Research supplies


(a
)


301







(301
)






287







(287
)


Prepaid expenses


(a
)


397







342



739



302







328



630Total current assets






14,180







(292
)


13,888



16,410







(292
)


16,118Non-current assets:Bonds






35,249











35,249



51,807











51,807Property and equipment






1,299











1,299



1,229











1,229Other assets


(a
)


2,817







(41
)


2,776



41







(41
)


Total non-current assets






39,365







(41
)


39,324



53,077







(41
)


53,036Total assets






53,545







(333
)


53,212



69,487







(333
)


69,154LiabilitiesCurrent liabilities:Accounts payable and accrued liabilities


(a
)


7,198







(333
)


6,865



5,901







(333
)


5,568Current portion of deferred revenue






















6,847











6,847Total current liabilities






7,198







(333
)


6,865



12,748







(333
)


12,415Non-current liabilities:Deferred revenue






















13,691











13,691Total non-current liabilities






















13,691











13,691Total liabilities






7,198







(333
)


6,865



26,439







(333
)


26,106EquityShare capital






269,219











269,219



279,169











279,169Contributed surplus


(b
)


5,585



175







5,760



6,484



273







6,757Deficit


(b
)


(228,829
)


(175
)






(229,004
)


(243,887
)


(273
)






(244,160
)Accumulated other comprehensive income






372











372



1,282











1,282Total equity






46,347











46,347



43,048











43,048Total liabilities and equity






53,545







(333
)


53,212



69,487







(333
)


69,154  F-36




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
      IFRS


IFRSCANADIAN


ADJUST-


RECLASSI-NOTE


GAAP


MENTS


FICATION


IFRS$


$


$


$Revenue:Research services:Milestone payments


(c
)










10,884



10,884Upfront payments and initial technology access fees


(c
)










6,560



6,560Royalties and license fees


(c
)


17,468







(17,444
)


24Interest


(c
)


2,252







(2,252
)


Total revenue






19,720







(2,252
)


17,468Research and development expenses, net of tax credits


(b
), (c)


20,431



33



346



20,810Selling and market development expenses


(b
), (c)


2,583



10



4,269



6,862General and administrative expenses


(b
), (c)


7,149



55



(661
)


6,543Patents


(c
)


346







(346
)


Fees associated with the collaboration and licensing agreement


(c
)


4,269







(4,269
)


Total operating expenses






34,778



98



(661
)


34,215Results from operating activities






(15,058
)


(98
)


(1,591
)


(16,747
)Finance income


(c
)










2,252



2,252Finance costs


(c
)










(661
)


(661
)Total net finance income














1,591



1,591Net loss






(15,058
)


(98
)






(15,156
)Other comprehensive income:Net change in fair value of
    available-for-sale
    financial assets






1,039











1,039Net change in fair value of
    available-for-sale
    financial assets transferred to net profit (loss)






(129
)










(129
)Other comprehensive income for the year






910











910Total comprehensive income for the year






(14,148
)


(98
)






(14,246
)         (a)
    Reclassification in the consolidated statement of financial
    position:    (b)
    Share-based compensation:   F-37




---



##### Table of Contents



THERATECHNOLOGIES
    INC.
  NOTES TO THE
    CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
        DECEMBER 1,


NOVEMBER 30,2008


2009$


$Consolidated statement of comprehensive income:Increase in research and development expenses






33Increase in selling and market development expenses






10Increase in general and administrative expenses






55Adjustment to net loss and total comprehensive loss






98Deficit


(175
)


(273
)Increase in contributed surplus


175



273   (c)
    Reclassification in the consolidated statement of comprehensive
    income:     NOVEMBER 30,2009$Decrease in interest


(2,252
)Increase in finance income


2,252Increase in research and development expenses


346Decrease in patent fees


(346
)Decrease in general and administrative expenses


(661
)Increase in finance costs


661Increase in selling and market development expenses


4,269Decrease in fees associated with the collaboration and licensing
    agreement


(4,269
)     NOVEMBER 30,2009$Decrease in royalties and license fees


(17,444
)Increase in upfront payments and initial technology access fees


6,560Increase in milestone payments


10,884  F-38