1.4**“[Redacted: Name] Supergraph”**shall mean the hologram developed by **[Redacted: Name]**andaffixed on the pharmaceutical mass market folding boxes manufactured by GCAL.     1.5 **“****Product****”shall mean GCAL’s pharmaceutical mass market folding boxes manufactured inaccordance with industry standards and the Product Specifications.     1.6 **“****Product Specifications****”**shall mean the specifications of the Product comprising the**[Redacted: Name]**Supergraph and the Artwork andattached hereto as Exhibit 1.6.1.7**“Purchase Order”**shall mean the purchase orderattached hereto as Exhibit 1.7.     1.8 **“****Third Party****”**shall mean a party other than GCAL or Thera and their respectiveAffiliates.     1.9 **“Trademark”**shall mean **[Redacted: Name]**, its logo and colour scheme, all of which areproprietary to Thera.**Article 2. Supply of Product**     2.1 **Supply of Product**. Pursuant to the terms and conditions of this Agreement and for theduration of this Agreement and upon receipt of a Purchase Order from Thera, GCAL shall supply theProduct to Thera, and Thera shall take delivery of the Product from GCAL. GCAL shall supply theProduct in accordance with the Product Specifications.     2.2 **Product Artwork**.Thera shall supply GCAL with the Artwork to be printed on the Product.     2.3**Changes in Product Specifications**. Product Specifications shall not be changed withoutThera’s express written consent. Changes to Product Specifications which relate directly to theTrademark shall be made at Thera’s cost. Any other changes to Product Specifications authorised byThera, including changes to the **[Redacted: Name]**Supergraph, shall be made at GCAL’s cost.     2.5 **Delivery of Product**. GCAL shall deliver the Product to Thera, **[Redacted: Delivery Terms]**at the location specified by Thera in each Purchase Order issued to GCAL. Shipment shall be via acarrier designated by GCAL. **[Redacted: Transfer ofRisk]**. GCAL shall pay **[Redacted: Description ofCosts]**. GCAL shall give Thera sufficient notice as to when the Product shall be shipped to thelocation specified by Thera. GCAL shall provide the Product with a packing list and bill of ladingconsigned to Thera.     2.6**Price and Payment**. GCAL shall invoice Thera for the Product at the prices set forth onExhibit 2.6 attached hereto. Thera shall make payment **[Redacted: Term]**from the later of the dateof receipt of GCAL’s invoice or the date on which the Product is delivered to Thera as per theterms of Section 2.5 above.
 

 
     2.7**Non-Conforming Product**. In the event Thera or **[Redacted: Name]**determines that theProduct is not in compliance with the Product Specifications, Thera shall notify GCAL and provideGCAL with a sample of the non-conforming Product. Any and all Product that does not comply withthe Product Specifications shall be returned to GCAL at GCAL’s cost, Ex Works Thera’s designatedfacility or **[Redacted: Name]**‘s facility.     2.8 **Replacement of Non-Conforming Product.**GCAL shall replace at no cost to Thera on anexpedited basis all Products delivered to Thera which do not comply with the ProductSpecifications.2.9 **Audits**          (a) GCAL hereby grants Thera (or its Third Party designees) the right to conduct audits ofGCAL’s or its subcontractors’ packaging facilities.          (b) Thera shall notify GCAL in writing of its intent to audit GCAL. Thera and GCAL willdetermine mutually acceptable dates for the audit. Any auditors who are not employees of Therashall be required to enter into confidentiality agreements with GCAL or its subcontractors andThera containing terms of non-disclosure and non-use at least as stringent as those set forth inArticle 8 herein. Auditors shall abide by GCAL’s or its sub-contractors’ visitor policies. GCALor its subcontractors shall have the right to protect the confidential information of its otherclients and products and to limit the audit to such areas of the production facility that arerelevant to the Product.          (c) The auditors shall issue a written report of their findings within **[Redacted: Term]**of theaudit. Thera shall provide to GCAL a written report of its findings as soon as possible, or within**[Redacted: Term]**after the conclusion of the audit. GCAL shall promptly address the audit findings,but in no event later than **[Redacted: Term]**of receiving the report.**Article 3. Purchase Orders**     3.1 **Purchase Order Terms**. GCAL shall supply the Product to Thera in accordance withThera’s Purchase Orders within **[Redacted: Term]**of the receipt by GCAL of Thera’s Purchase Order.Each Purchase Order or any acknowledgment thereof, whether printed, stamped, typed, or writtenshall be governed by the terms of this Agreement and none of the provisions of such Purchase Ordershall be applicable except those specifying Product and quantity ordered, delivery dates, shippinginstructions and invoice information.**Article 4. Warranties; Covenants and Indemnification**4.1 **Thera’s Warranties**.          (a) Thera represents and warrants that it will abide by all applicable laws and regulations inperforming its obligations under this Agreement.
 

 
          (b) Thera also represents and warrants to GCAL that Thera’s performance of its obligationsunder this Agreement will not result in a material violation or breach of any agreement, contract,commitment or obligation to which Thera is a party or by which it is bound and will not conflictwith or constitute a default under its corporate charter or bylaws.4.2 **GCAL’s Warranties and Covenants**.          (a) GCAL represents and warrants to Thera that the Product GCAL delivers to Thera pursuant tothis Agreement shall, at the time of delivery, be free from defects in material and workmanship andshall be manufactured: (i) in accordance and in conformity with the Product Specifications; and(ii) in compliance with all applicable statutes, laws, rules or regulations, including thoserelating to the environment, food or drugs and occupational health and safety, including, withoutlimitation, those enforced or promulgated by the FDA.          (b) GCAL represents and warrants to Thera that it has the capacity to manufacture at least**[Redacted: Quantity]**Products annually.          (c) GCALrepresents and warrants to Thera that GCAL’s performance of its obligations underthis Agreement will not result in a material violation or breach of any agreement, contract,commitment or obligation to which GCAL is a party or by which it is bound and will not conflictwith or constitute a default under its Certificate of Incorporation or corporate bylaws.          (d) GCAL represents and warrants to Thera that the manufacture and supply of the Product inaccordance with the Product Specifications does not infringe, and does not constitutemisappropriation of, any Third Parties’ intellectual property.          (e) GCAL represents and warrants to Thera that it has the right to use the **[Redacted: Name]**Supergraph on the Product and that GCAL has not been notified to cease using or manufacturing theProduct with the **[Redacted: Name]**Supergraph.          (f) GCAL hereby agrees to promptly notify Thera of any notice it receives from a Third Partyalleging (i) the infringement of such Third Party’s intellectual property or (ii) that it mustcease using the **[Redacted: Name]**Supergraph.**Article 5. Indemnification**     5.1 **Indemnification by GCAL**. GCAL shall indemnify and hold harmless Thera, itsAffiliates, officers, directors and employees from and against any and all claims, causes ofaction, suits, costs and expenses (including reasonable attorney fees), losses or liabilities ofany kind related to this Agreement and asserted by Third Parties to the extent such arise out of orare attributable to: (a) GCAL’s breach of anyrepresentation or warranty set forth in Section 4.2;(b) any violation of any proprietary right of any Third Partyrelating to GCAL’s manufacturingprocesses of the Product pursuant to this Agreement; or (c) any negligent or wrongful act oromission on the part of GCAL, its employees, agents orrepresentatives and which relate to GCAL’sperformance hereunder.
 

 
     5.2**Conditions of Indemnification**. If Thera seeks indemnification hereunder from GCAL, Therashall promptly give notice to GCAL of any such claim or suit threatened, made or filed against itwhich forms the basis for such claim of indemnification and shall cooperate fully with GCAL in theinvestigation and defense of all such claims or suits. GCAL shall have the option to assume Thera’s defense in any such claim or suit with counsel reasonably satisfactory to Thera. No settlementor compromise shall be binding on Thera without its prior written consent, such consent not to beunreasonably withheld, *provided, however*that consent shall not be required from Thera for anysettlement or compromise involving a monetary payment at the time of such settlement or compromiseand *further provided*that such payment does not trigger the liability of Thera.**Article 6. Intellectual Property Rights**     6.1 **GCAL’s Proprietary Rights**. GCAL has granted no license, express or implied, to Therato use GCAL proprietary technology, know-how or other proprietary rights, other than for thepurposes of this Agreement.     6.2**Thera’s Proprietary Rights**. Thera has granted no license, express or implied, to GCAL touse Thera’s compound, proprietary technology, know-how or other proprietary rights, other thanfor the purposes of this Agreement.**Article 7. Term and Termination**     7.1 **Term**. This Agreement shall commence on the Effective Date and, unless earlierterminated as provided below, shall expire **[Redacted: Term]**after the Effective Date (hereafter the**“****Initial Term****”**). Unless otherwise terminated in accordance with this Article 7, this Agreementshall be automatically extended for additional and successive terms of **[Redacted: Term]**each (each,a **“****Renewal Term****”**) unless either party gives the other party no less than **[Redacted: Term]**writtennotice of its intention not to renew prior to the expiry of the Initial Term. During any RenewalTerm, either party may give notice of its intention not to renew the current Renewal Term byproviding the other party with no less than **[Redacted: Term]**written notice of its intention not torenew prior to the expiry of the relevant Renewal Term.     7.2 **General Termination Rights**. Either party may terminate this Agreement as follows: (i)immediately by providing written notice upon the bankruptcy or the insolvency of the other party;or (ii)upon the expiry of a **[Redacted: Term]**period following a prior written notice has been givenby a party to the other party upon the breach of any representation, warranty, covenant or anyother material provision of this Agreement by the other party if the breach is not cured withinthat **[Redacted: Term]**period.     7.3 **Termination by Thera**. Thera shall have the right to terminate this Agreement with orwithout cause; *provided, however*, that Thera gives GCAL no less than **[Redacted: Term]**priorwritten notice during the Initial Term and during any Renewal Term.     7.4 **Accrued Payment Obligations**. Upon termination pursuant to this Article 7, except byreason of breach by GCAL, Thera shall reimburse GCAL for **[Redacted: Cost]**. GCAL
 

 
shall invoice Thera for all amounts due hereunder. Payment shall be made pursuant to Section 2.6herein.     7.5 **Survival**. Expiration or early termination of this Agreement shall not relieve either partyof any obligations that it may have incurred prior to expiration or early termination, inparticular those covenants and agreements contained in Articles 4, 5, 6, 8 and 9, which willcontinue in full force and effect for a period of **[Redacted: Term]**unless a different time periodis provided for herein.**Article 8. Confidential Information**     8.1 **Nondisclosure**. The terms and conditions contained in the non-disclosure and non-useagreement dated January 5, 2010 between the parties and attached hereto as Exhibit 8.1 shall governthe disclosure of Confidential Information by either party under this Agreement.     8.2 **Public Announcements**. Neither party shall make any public announcement concerning thetransactions contemplated herein, or make any public statement which includes the name of theother party or any of its Affiliates, or otherwise use the name of the other party or any of itsAffiliates in any public statement or document, except as may be required by law or judicial order,without the written consent of the other party, which consent shall not be unreasonably withheld.Subject to any legal or judicial disclosure obligation, any such public announcement proposed by aparty that names the other party shall first be provided in draft to the other party. GCALacknowledges that Thera is a publicly traded company with continuous disclosure obligations.Accordingly, Thera may have to disclose in a press release, a material change report, itsfinancial statements or in its other continuous disclosure documents the execution of thisAgreement and the material terms thereof. In addition, GCAL acknowledges that Thera may have tofile this Agreement with the Canadian securities regulatory authorities in order to fulfill itscontinuous disclosure obligations in Canada.     8.3 **Injunctive Relief**. The parties acknowledge that either party’s breach of this Article 8may cause the other party irreparable injury for which it would not have an adequate remedy at law.In the event of a breach, the non-breaching party may be entitled to injunctive relief in additionto any other remedies it may have at law or in equity.
 

 
**Article 9. Miscellaneous**     9.1 **Notices**. All notices hereunder shall be delivered as follows: (a) personally; (b) byfacsimile and confirmed by first class mail (postage prepaid); (c) by registered or certified mail(postage prepaid); or (d) by overnight courier service, to the following addresses of therespective parties:   If to Theratechnologies: If to Gruppo Cartotecnico Abar Litofarma  SRL:2310 Alfred-Nobel Boulevard Via Pusiano, 4—Sesto Ulteriano 20098,Montreal,Québec, Canada San Giuliano, Milan, ItalyH4S 2B4  Attention: Vice President Attention: Sales Office                    Pharmaceutical Development                     Messima Piero   Facsimile: (514) 331-7321 Facsimile: 39 0298 839290Notices shall be effective upon receipt if personally delivered or delivered by facsimile andconfirmed by first class mail, on the third business day following the date of registered orcertified mailing or on the first business day following the date of or delivery to the overnightcourier. A party may change its address listed above by written notice to the other party.     9.3 **Governing Law.** This Agreement shall be construed, interpreted and governed by the laws ofthe State of New York excluding the Vienna Convention on the International Sale of Goods and theParties hereby submit to the exclusive jurisdiction of the courts of New York to settle anydispute, litigation or interpretation issues arising from or under the Agreement, including issuesrelating to its validity and formation.     9.4 **Assignment.**  Neither party shall assign this Agreement nor any part thereof without theprior written consent of the other party; provided, however: (a) either party may assign thisAgreement to one of its wholly-owned subsidiaries or its parent corporation without such consent;and (b) either party, without such consent, may assign this Agreement in connection with thetransfer, sale or divestiture of substantially all of its business to which this Agreement pertainsor in the event of its merger or consolidation with another company. Notwithstanding theforegoing, Thera, without such consent, shall have the right to assign this Agreement to itscollaboration development partner, **[Redacted: Name]**. Any permitted assignee shall assume allobligations of its assignor under this Agreement. No assignment shall relieve any party ofresponsibility for the performance of any accrued obligation which such party then has hereunder.     9.6 **Entire Agreement**. This Agreement, together with the Exhibit(s) referenced and incorporatedherein, constitute the entire agreement between the parties concerning the subject matter hereofand supersede all written or oral prior agreements or understandings with respect thereto.
 

 
     9.7 **Severability**. This Agreement is subject to the restrictions, limitations, terms andconditions of all applicable governmental regulations, approvals and clearances. If any term orprovision of this Agreement shall for any reason be held invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shall not affect any other term orprovision hereof, and this Agreement shall be interpreted and construed as if such term orprovision, to the extent the same shall have been held to be invalid, illegal or unenforceable, hadnever been contained herein.     9.8 **Waiver-Modification of Agreement**. No waiver or modification of any of the terms of thisAgreement shall be valid unless in writing and signed by authorised representatives of bothparties. Failure by either party to enforce any such rights under this Agreement shall not beconstrued as a waiver of such rights, nor shall a waiver by either party in one or more instancesbe construed as constituting a continuing waiver or as a waiver in other instances.     9.9**Insurance**. GCAL will procure and maintain, at its own expense, for the duration of theAgreement, (a) Commercial General Liability including premises operations, products & completedoperations, blanket contractual liability, personal injury and advertising injury including firelegal liability for bodily injury and property damage; and (b) Excess Liability, including productliability with a combined single limit. Upon request, GCAL shall provide to Thera a certificateevidencing the insurance GCAL is required to obtain and keep in force pursuant to this Section 9.9.**InWitness Whereof, the parties intending to be bound by theterms and conditions hereof have caused this Agreement to be signed by their duly authorisedrepresentatives as of the date first above written.       THERATECHNOLOGIES INC. GRUPPO CARTOTECNICO ABAR LITOFARMA SRL       By: *(Signed) LucTanguay* By: *(Signed) CarmeloLo Duca* Name: Luc Tanguay  Name: Carmelo Lo Duca Title:Senior Executive Vice President  Title:President  and Chief Financial Officer           By: *(Signed) PierrePerazzelli*     Name: Pierre Perazzelli     Title:Vice President, Pharmaceutical      Development           GCAL Supply Agreement — Redacted final    
 

 
**Exhibit 1.6****Product Specifications****[Redacted: Product Specifications]**
 

 
**Exhibit 1.7****Form of Purchase Order****[Redacted: Purchase Order]**
 

 
**Exhibit 2.6****Product Prices****[Redacted:Product Prices]**
 

 
**Exhibit 8.1****Non-Disclosure and Non-Use Agreement****[Redacted: The Agreement]**
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