Exhibit 99.37
 MATERIAL CHANGE REPORT
 Regulation 51-102 Respecting Continuous Disclosure Obligations
Form 51-102F3
 1.
    
    NAME AND ADDRESS OF COMPANY:THERATECHNOLOGIES INC.
2310 Alfred-Nobel Boulevard
Montreal, Québec
Canada H4S 2B42.
    
    DATE OF MATERIAL CHANGE:November 11, 20103.
    
    NEWS RELEASE:A news release was issued concerning this material change on November 11, 2010 on
Marketwire. A copy of the news release is available at SEDAR website at www.sedar.com.4.
    
    SUMMARY OF MATERIAL CHANGE:On November 11, 2010, Theratechnologies Inc. (the Company) announced that the U.S. Food
and Drug Administration (FDA) approved EGRIFTA® (tesamorelin for injection)
as the first and only treatment indicated to reduce excess abdominal fat in HIV-infected
patients with lipodystrophy (abdominal lipohypertrophy).EGRIFTA® (tesamorelin for injection) was developed by the Company and will be exclusively
commercialized in the U.S. by EMD Serono, Inc. (EMD Serono), an affiliate of Merck KGaA,
of Darmstadt, Germany, under the terms of a collaboration and licensing agreement. Under
the terms of this agreement, the FDA marketing approval is associated with milestone
payments totaling US$25 million (approximately CAN$25 million).The FDA has requested the following three post-marketing requirements: a long-term
observational safety study for tesamorelin acetate (EGRIFTA®), a single vial formulation -
the development of a new presentation of the same formulation, and a clinical trial to
assess whether EGRIFTA® (tesamorelin for injection) has an impact on diabetic retinopathy
in diabetic HIV-infected patients with lipodystrophy and excess abdominal fat.5.
    
    FULL DESCRIPTION OF MATERIAL CHANGE:Approval ofEGRIFTA®On November 11, 2010, the Company announced that the FDA approved EGRIFTA®
(tesamorelin for injection) as the first and only treatment indicated to reduce excess
abdominal fat in HIV-infected patients with lipodystrophy (abdominal lipohypertrophy).Limitations of useThere are limitations of use associated with EGRIFTA® (tesamorelin for injection). Since
the long-term cardiovascular safety and potential long-term cardiovascular benefit of
EGRIFTA® (tesamorelin for injection) treatment have not been studied and




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are not known, careful consideration should be given whether to continue EGRIFTA® (tesamorelin
for injection) treatment in patients who do not show a clear efficacy response as judged by
the degree of reduction in visceral adipose tissue (VAT) measured by waist circumference (WC)
or CT scan. EGRIFTA® (tesamorelin for injection) is not indicated for weight loss management
(weight neutral effect). There are no data to support improved compliance with antiretroviral
therapies in HIV-positive patients taking EGRIFTA® (tesamorelin for injection).Post-Marketing RequirementsThe FDA has requested the following three post-marketing requirements: a long-term
observational safety study for tesamorelin acetate (EGRIFTA®), a single vial
formulation  the development of a new presentation of the same formulation, and a
clinical trial to assess whether EGRIFTA® (tesamorelin for injection) has an impact
on diabetic retinopathy in diabetic HIV-infected patients with lipodystrophy and
excess abdominal fat.Commercialization ofEGRIFTA®EGRIFTA® (tesamorelin for injection) was developed by the Company and will be
exclusively commercialized in the U.S. by EMD Serono, an affiliate of Merck KGaA,
of Darmstadt, Germany, under the terms of a collaboration and licensing agreement
entered into in 2008 between the Company and EMD Serono. Under the terms of this
agreement, the FDA marketing approval is associated with milestone payments
totaling US$25 million (approximately CAN$25 million).EGRIFTA®Phase 3 TrialsThe FDA approval of EGRIFTA® (tesamorelin for injection) was based on two multi-center,
randomized, double-blind, placebo-controlled Phase 3 studies consisting of a 26-week
main phase and a 26-week extension phase of 816 HIV-infected patients with excess
abdominal fat associated with lipodystrophy.The primary endpoint of the 26-week main phase was the percent change in VAT from
baseline, as assessed by computed tomography (CT) scan at the L4-L5 vertebral level.In both Phase 3 studies, patients received either EGRIFTA® (tesamorelin for injection)
or placebo for 26 weeks. Patients initially randomized to EGRIFTA® (tesamorelin for
injection) were then re-randomized to receive either EGRIFTA® (tesamorelin for
injection) or placebo for an additional 26-week treatment period, whereas patients
receiving placebo were switched to EGRIFTA® (tesamorelin for injection). In the first
study, at baseline, mean VAT was 178 cm2 for the patients who received
EGRIFTA® (tesamorelin for injection) and was 171 cm2 for the patients who
received placebo. In the second study, at baseline, mean VAT was 186 cm2 for
the patients who received EGRIFTA® (tesamorelin for injection) and was 195
cm2 for the patients who received placebo. Patients treated with EGRIFTA® (tesamorelin for injection) experienced a
statistically significant least-squares mean
decrease from baseline in VAT of 27 cm2 compared to an increase of 4
cm2 for patients on placebo [(95% CI for the mean treatment difference of
-31 cm2(-39 cm2, -24 cm2)] in the first study, and a
statistically significant decrease from baseline in VAT of 21 cm2 compared
to no change in VAT for patients on placebo [(95% CI for the mean treatment difference
of -21 cm2 (-29 cm2, -12 cm2)] in the second study
during the 26-week main phase. This represents a
statistically significant least-squares mean decrease from baseline in VAT of 18% for
patients treated with EGRIFTA® (tesamorelin for injection) compared to an increase of 2%
for patients on placebo [(95% CI for the mean treatment difference of -20% (-24%,
-15%)] in the first study, and a statistically significant decrease from baseline of
14% for patients treated with EGRIFTA® (tesamorelin for injection)




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compared to a decrease of 2% for patients on placebo [(95% CI for the mean treatment
difference of -12% (-16%, -7%)] in the second study during the 26-week main phase.In the first study, at baseline, mean waist circumference was 104 cm for the
patients who received EGRIFTA® (tesamorelin for injection) and was 105 cm for the
patients who received placebo. In the second study, at baseline, mean waist
circumference was 105 cm for the patients who received EGRIFTA® (tesamorelin for
injection) and for the patients who received placebo. Treatment with EGRIFTA®
(tesamorelin for injection) resulted in a statistically significant least-squares
mean decrease from baseline in waist circumference of -3 cm compared to a decrease
of -1 cm for patients on placebo [(95% CI for the mean treatment difference of -2
cm (-2.8 cm, -0.9 cm)] in the first study, and a statistically significant decrease
from baseline of -2 cm compared to a decrease of -1 cm for patients on placebo
[(95% CI for the mean treatment difference of -1 cm (-2.5 cm, -0.3 cm)] in the
second study during the 26-week main phase. The decreases in VAT and waist
circumference observed after 26 weeks of treatment were sustained in patients who
received EGRIFTA® (tesamorelin for injection) over 52 weeks.Important Risk InformationEGRIFTA® (tesamorelin for injection) is contraindicated in women who are pregnant, in
patients with disruption of the hypothalamic-pituitary axis due to hypophysectomy,
hypopituitarism, pituitary tumor/surgery, head irradiation or head trauma, in patients
with known hypersensitivity to tesamorelin and/or mannitol (excipient) and in patients
with active malignancies (either newly diagnosed or recurrent). Any preexisting
malignancy should be inactive and its treatment complete prior to instituting therapy
with EGRIFTA® (tesamorelin for injection). If pregnancy occurs, EGRIFTA® (tesamorelin
for injection) therapy should be discontinued.EGRIFTA® (tesamorelin for injection) induces the release of endogenous growth hormone
(GH), a known growth factor, thus, patients with active malignancy should not be
treated with EGRIFTA® (tesamorelin for injection). For patients with a history of
non-malignant neoplasms, EGRIFTA® (tesamorelin for injection) therapy should be
initiated after careful evaluation of the potential benefit of treatment. For patients
with a history of treated and stable malignancies, EGRIFTA® (tesamorelin for injection)
therapy should be initiated only after careful evaluation of the potential benefit of
treatment relative to the risk of reactivation of the underlying malignancy. In
addition, the decision to start treatment with EGRIFTA® (tesamorelin for injection)
should be considered carefully based on the increased background risk of malignancies
in HIV-positive patients.EGRIFTA® (tesamorelin for injection) stimulates GH production and increases serum IGF-I.
Given that IGF-I is a growth factor and the effect of prolonged elevations in IGF-I
levels on the development or progression of malignancies is unknown, IGF-I levels
should be monitored closely during EGRIFTA®(tesamorelin for injection) therapy. Careful
consideration should be given to discontinuing EGRIFTA® (tesamorelin for injection) in
patients with persistent elevations of IGF-I levels (e.g., >3 SDS), particularly if
the efficacy response is not robust (e.g., based on visceral adipose tissue changes
measured by waist circumference or CT scan). During the clinical trials, patients were
monitored every three months. Among patients who received EGRIFTA® (tesamorelin for
injection) for 26 weeks, 47.4% had IGF-I levels greater than 2 standard deviation
score (SDS), and 35.6% had SDS >3, with this effect seen as early as 13 weeks of
treatment. Among those patients who
remained on EGRIFTA® (tesamorelin for injection) for a total of 52 weeks, at the end of
treatment 33.7% had IGF-I SDS >2 and 22.6% had IGF-I SDS >3.




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Fluid retention may occur during EGRIFTA® (tesamorelin for injection) therapy and is thought
to be related to the induction of GH secretion. It manifests as increased tissue turgor and
musculoskeletal discomfort resulting in a variety of adverse reactions (e.g., edema,
arthralgia, carpal tunnel syndrome) which are either transient or resolve with
discontinuation of treatment.EGRIFTA® (tesamorelin for injection) treatment may result in glucose intolerance. During
the Phase 3 clinical trials, the percentages of patients with elevated HbA1c (≥ 6.5%)
from baseline to Week 26 were 4.5% and 1.3% in the EGRIFTA® (tesamorelin for injection)
and placebo groups, respectively. An increased risk of developing diabetes with EGRIFTA®
(tesamorelin for injection) (HbA1c level ≥ 6.5%) relative to placebo was observed
[intent-to-treat hazard ratio of 3.3 (CI 1.4, 9.6)]. Therefore, glucose status should
be carefully evaluated prior to initiating EGRIFTA®  (tesamorelin for injection)
treatment. In addition, all patients treated with EGRIFTA® (tesamorelin for injection)
should be monitored periodically for changes in glucose metabolism to diagnose those
who develop impaired glucose tolerance or diabetes. Diabetes is a known cardiovascular
risk factor and patients who develop glucose intolerance have an elevated risk for
developing diabetes. Caution should be exercised in treating HIV-positive patients with
lipodystrophy with EGRIFTA® (tesamorelin for injection) if they develop glucose
intolerance or diabetes, and careful consideration should be given to discontinuing
EGRIFTA® (tesamorelin for injection) treatment in patients who do not show a clear
efficacy response as judged by the degree of reduction in visceral adipose tissue by
waist circumference or CT scan measurements. Since EGRIFTA® (tesamorelin for injection)
increases IGF-I, patients with diabetes who are receiving ongoing treatment with
EGRIFTA® (tesamorelin for injection) should be monitored at regular intervals for
potential development or worsening of retinopathy.Hypersensitivity reactions may occur in patients treated with EGRIFTA® (tesamorelin for
injection). Hypersensitivity reactions occurred in 3.6% of patients with HIV-associated
lipodystrophy treated with EGRIFTA® (tesamorelin for injection) in the Phase 3 clinical
trials. These reactions included pruritus, erythema, flushing, urticaria, and other
rash. In cases of suspected hypersensitivity reactions, patients should be advised to
seek prompt medical attention, and treatment with EGRIFTA® (tesamorelin for injection)
should be discontinued immediately.EGRIFTA® (tesamorelin for injection) treatment may cause injection site reactions,
including injection site erythema, pruritus, pain, irritation, and bruising. The
incidence of injection site reactions was 24.5% in EGRIFTA® (tesamorelin for
injection)-treated patients and 14.4% in placebo-treated patients during the first 26
weeks of treatment in the Phase 3 clinical trials. For patients who continued EGRIFTA®
(tesamorelin for injection) for an additional 26 weeks, the incidence of injection site
reactions was 6.1%. In order to reduce the incidence of injection site reactions, it is
recommended to rotate the site of injection to different areas of the abdomen.Increased mortality in patients with acute critical illness due to complications
following open heart surgery, abdominal surgery or multiple accidental trauma, or those
with acute respiratory failure has been reported after treatment with pharmacologic
amounts of growth hormone. EGRIFTA® (tesamorelin for injection) has not been studied in
patients with acute critical illness. Since EGRIFTA® (tesamorelin for injection)
stimulates growth hormone production, careful consideration should be given to
discontinuing EGRIFTA® (tesamorelin for injection) in critically ill patients.EGRIFTA® (tesamorelin for injection) is contraindicated in pregnant women. During
pregnancy, visceral adipose tissue increases due to normal metabolic and hormonal
changes. Modifying this physiologic change of pregnancy with EGRIFTA® (tesamorelin




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for injection) offers no known benefit and could result in fetal harm. Tesamorelin
acetate administration to rats during organogenesis and lactation resulted in
hydrocephalus in offspring at a dose approximately two and four times the clinical
dose, respectively, based on measured drug exposure (AUC). If pregnancy occurs,
discontinue EGRIFTA® (tesamorelin for injection) therapy. If this drug is used during
pregnancy, or if the patient becomes pregnant while taking this drug, the patient
should be apprised of the potential hazard to the fetus.Because of both the potential for HIV-1 infection transmission and serious adverse reactions
in nursing infants, mothers receiving EGRIFTA® (tesamorelin for injection) should be
instructed not to human milk-feed. It is not known whether EGRIFTA® (tesamorelin for
injection) is excreted in human milk.Safety and effectiveness in pediatric patients have not been established. EGRIFTA® (tesamorelin for injection) should not be used in children with open epiphyses, among
whom
excess GH and IGF-I may result in linear growth acceleration and excessive growth.There is no information on the use of EGRIFTA® (tesamorelin for injection) in patients greater
than 65 years of age with HIV and lipodystrophy.Safety, efficacy, and pharmacokinetics of EGRIFTA® (tesamorelin for injection) in patients
with renal or hepatic impairment have not been established.The most commonly reported adverse reactions (>5% and more frequent than placebo) are
arthralgia [13.3% of patients receiving EGRIFTA® (tesamorelin for injection) and 11.0% of
patients receiving placebo], pain in extremity [6.1% of patients receiving EGRIFTA® (tesamorelin for injection) and 4.6% of patients receiving placebo], myalgia
[5.5% of
patients receiving EGRIFTA® (tesamorelin for injection) and 1.9% of patients receiving
placebo], injection site erythema [8.5% of patients receiving EGRIFTA® (tesamorelin for
injection) and 2.7% of patients receiving placebo], injection site pruritus [7.6% of patients
receiving EGRIFTA® (tesamorelin for injection) and 0.8% of patients receiving placebo], and
peripheral edema [6.1% of patients receiving EGRIFTA® (tesamorelin for injection) and 2.3% of
patients receiving placebo].During the first 26 weeks of treatment (main phase), discontinuations as a result of
adverse reactions occurred in 9.6% of patients receiving EGRIFTA® (tesamorelin for
injection) and 6.8% of patients receiving placebo. Apart from patients with
hypersensitivity reactions identified during the studies and who were discontinued per
protocol (2.2%), the most common reasons for discontinuation of EGRIFTA® (tesamorelin for
injection) treatment were adverse reactions due to the effect of GH (4.2%) and local
injection site reactions (4.6%).6.
    
    RELIANCE ON SUBSECTION 7.1(2) OFREGULATION 51-102:Not applicable.7.
    
    OMITTED INFORMATION:Not applicable.8.
    
    SENIOR OFFICER:For further information, contact Jocelyn Lafond, Vice President, Legal Affairs, and
Corporate Secretary of Theratechnologies Inc., at (514) 336-4804, ext. 288.




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9.
    
    DATE OF REPORT:November 19, 2010.