Exhibit 99.88
 BECTON DICKINSON CANADA INC.
OEM AGREEMENT
 1.
    
    This agreement between Becton Dickinson Canada Inc. (BD) and Theratechnologies Inc.
(Buyer) shall govern Buyers purchase of products from BD including but not limited to the
products identified on Exhibit A (the Products), which exhibit is attached and incorporated
to this original equipment agreement (the Agreement). Pricing for additional products will
be provided, upon request, by your Regional Business Manager, Kevin Egesborg at (800) 268-5430 ext. 6157.2.
    
    This Agreement shall remain in effect for a period of [Redacted: Term](the Term)
commencing on the date on which the parties execute this Agreement
(the Effective Date) unless terminated earlier pursuant to the terms hereof. The Term shall be extended for
consecutive [Redacted: Term]periods, the first such
period commencing on the first anniversary
of the Effective Date, unless either party provides the other notice of its intent not to
extend the Term within [Redacted: Term]prior to the anniversary of the Effective Date or any
renewal term.3.
    
    Buyer agrees that it will not use, sell, or distribute the Products for any application or
use that is inconsistent with the instructions, if any, for the Products or the uses for which
the Products are approved by BD.4.
    
    Buyer agrees to the following limitations regarding its purchase of Products:
 4.1.
    
    The Products shall be used, sold, and distributed by Buyer exclusively for the following
purposes (the Permitted Product Uses):
 4.1.1.
    
    in procedural kits and trays;4.1.2.
    
    for the marketing, sale and distribution of the Buyers growth hormone-releasing
factor GRF (tesamorelin);
 4.2.
    
    Buyer shall provide adequate support and information to its
customers to enable them to
properly use the Products. Such support shall include but not be limited to supplying its
customers with the package inserts and instructions for use provided for the Products to Buyer by
BD. If such package inserts and/or product instructions have not been provided, Buyer shall
request that BD provide same.
 4.3.
    
    Absent written agreement by BD, Buyer shall not sell, market, advertise, ship, distribute,
transfer or make the Products available in any manner outside of the Territory, which shall be
the United States and any possessions thereof.
 4.4.
    
    Buyer acknowledges that BD is the owner of all the trademarks, trade names, brands,
designs, copyrights, intellectual property, and other indicia of
manufacturing origin, quality, and
inventorship used on, about, or embodied by the Products (collectively the  Proprietary
Rights), and all of the goodwill attributable to the Proprietary Rights. Buyer acknowledges
that nothing in this Agreement gives it any right, title, or interest in or to the Proprietary
Rights. Buyer will make no contrary representations. Buyer shall acknowledge and accurately
reflect in all advertising, marketing materials, packaging and labeling for all Permitted Product
Uses BDs Proprietary Rights including but not limited to BD trademarks, trade names, and
branding. In addition, Buyer shall not without the prior written
consent of BD alter, deface,
remove, cover, mutilate, or modify in any manner any indications of BDs Proprietary Rights
placed, attached, or affixed by BD on the Products or their packaging, including but not limited
to trademarks, trade names, branding, serial or model numbers. Buyer shall provide a copy of
all advertising, marketing materials, packaging, and labeling for all Permitted Product Uses so
that BD may review such materials for consistency with this
Section 4.4. BD may require Buyer
to, and Buyer shall, edit all such materials or cease disseminating such materials if such
materials, in BDs sole determination, are not consistent with
this Section 4.4.
 4.5.
    
    If Buyer uses, sells, or distributes the Products in any manner inconsistent with the
foregoing limitations, BD may in its sole discretion terminate this Agreement with an advance
written notice if Buyer has not remedied said breach within [Redacted: Term]from the receipt
of the notice from BD and without any penalty or liability from BD to Buyer.
 5.
    
    BD shall package and supply the Products to Buyer, and Buyer shall take delivery of the
Products from BD in accordance with the terms of this Agreement.
 5.1.
    
    BD shall package and supply the Products within [Redacted: Term]from the receipt of
Buyers purchase order and in accordance with the packaging and labeling specifications of the
Products as established between the parties (the Packaging Specifications)and the quality
system regulation as set forth in 21 C.F.R. Part 820 (or any successor law or regulation
thereof), as applicable, regarding medical devices and




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all applicable rules and regulations promulgated by the Food and Drug Administration (the
Product Specifications).5.2.
    
    BD shall label the Products in accordance with the Packaging Specifications.5.3.
    
    BD shall provide the packaging which is required for the transport of the Products as set
forth in the Packaging Specifications on Exhibit B, which Exhibit is attached to this Agreement
and hereby incorporated by reference. The Packaging Specifications shall not be changed without
Buyers express written consent.5.4.
    
    If changes occur in the Product Specifications, or if
technical difficulties require BD to
perform either additional work or repeat work, and such additional work or repeat work is not
due to BDs fault or negligence, then BD shall provide Buyer with cost estimates for such work.
If Buyer approves such costs in writing, BD shall perform such work. Buyer shall pay BDs
additional costs for such work within [Redacted: Term]of the receipt of the invoice for such
work.5.5.
    
    Buyer shall have a period of [Redacted: Term]from the date of its receipt of a shipment of
Products to inspect and reject such shipment for nonconformance with the Product Specifications
and/or Packaging Specifications. If Buyer rejects such shipment, it shall promptly so notify BD
and provide to BD samples of the Products for verification.
 5.5.1.
    
    If BD confirms that such shipment did not meet the Product Specifications and/or
Packaging Specifications, BD shall replace, at no cost to Buyer, that portion of the Product
shipment which does not conform to the Product Specifications and/or Packaging
Specifications, and shall bear all expenses of shipping and
verification of the shipment of
Products. Any nonconforming portion of any shipment shall be disposed of as directed by BD,
at BDs expense.5.5.2.
    
    If BD verifies such shipment and determines that it did conform to the Product
Specifications and/or Packaging Specifications, and Buyer does not agree with this
assessment, then, either party may, by written notice to the other party, request that such
dispute be referred to each partys respective Chief Executive Officer (or an executive
officer of each party as designated by the CEO) (the Executive Officers) for
resolution. The Executive Officers shall meet within [Redacted: Term]of such other partys
receipt of written notice of such dispute. If the Executive Officers cannot resolve such
dispute within [Redacted: Term]of written notice of such dispute, then, at any time after
such [Redacted: Term]period, either party may bring an action in a court of competent
jurisdiction in the district of Toronto. Each party shall bear the cost of [Redacted:
Description of Costs]. Either party may proceed to enforce any and all of its rights with
respect to such dispute.5.5.3.
    
    Any Products that Buyer does not reject pursuant to this
Section 5.5.3 shall be deemed
accepted, and all claims with respect to the Products not conforming with Product
Specifications and/or Packaging Specifications shall be deemed waived by Buyer, except as
to defects which are not reasonably discoverable or render the Products non-conforming to
Product Specifications and/or Packaging Specifications, as applicable.
 6.
    
    Buyer agrees that it will purchase the Products for resale in
accordance with this Agreement.
For further clarity, nothing contained in this Agreement shall be construed as to granting any
exclusivity to BD in supplying and/or packaging the Products to Buyer.7.
    
    Buyer shall only resell the Products in accordance with the
provisions of Section 4 of this
Agreement and in the same form and packaging as supplied by BD.8.
    
    Buyer shall not, without BDs prior written consent, use BDs name, trademarks, trade names,
branding, lot numbers or anything alike in any advertising or marketing materials, or on
packaging of the Products to the extent such markings were not placed on the packaging or the
Products by BD.9.
    
    The Products purchased by Buyer pursuant to this Agreement
are not eligible for rebates and
Buyer shall not submit rebate requests for any Products purchased pursuant to this Agreement.10.
    
    As of [Redacted: Date]and during the Term
thereafter, BD may request that Buyer provide, and
Buyer shall provide, on a [Redacted: Term]basis, [Redacted: Term]forecasts of its estimated
purchases of the Products to better enable BD to supply Buyers needs, provided, however, that such
forecasts may be changed at all times by Buyer. BD shall not be
liable for any incremental costs
incurred by Buyer as a result of any backorder of Products.11.
    
    Buyer shall not promote or sell any products that, in BDs sole judgment, are imitative of or
may be passed off as Products, and Buyer shall not promote or sell any products bearing a name or
trademark that may, as
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determined by BD, infringe or imitate trademarks owned by BD, or any other trademarks, designs
or slogans used in promoting, advertising or selling the Products.12.
    
    Upon receipt of a complaint or receipt of a reported adverse event that explicitly references
any of the Products or may be associated with any of the Products, Buyer shall forthwith forward
the complaint, including BD catalogue/product number, BD product name, description of the incident
and complainant contact information to BD but in any event no later than [Redacted: Term]from
receipt thereof. If the reported adverse event is related or associated in any manner to the
Products, then BD shall be copied on all subsequent correspondence between Buyer and the
complainant. If the reported adverse event is solely related to the Products, then BD shall be the
primary contact with respect to such correspondence. BD, upon receipt of the Product complaint
information and materials will investigate the complaint and retain on file all related
information, in addition to any corrective and preventative actions that are either planned or
taken. At the request of Buyer, BD will provide an acknowledgement of receipt of the Product
complaint and that the complaint investigation has been closed. If a medical device report is deemed to be required for a Product, BD is to assume responsibility for the filing any such report. Records of the complaint investigation and associated documents will be made available to Buyer
if specifically requested during a regulator audit (e.g. U.S. F.D.A. drug G.M.P. inspection).BD
shall inform Buyer forthwith about any notice received by a Regulatory Authority that would
potentially hinder or prevent BD from packaging or supplying the Product to Buyer according to this
Agreement. Regulatory Authority means federal,
provincial,state or local regulatory agency,
department, bureau or other governmental entity of Canada or the United States, including the
F.D.A., which is responsible for issuing approvals, licenses,
registrations or authorizations
necessary for the manufacture, use, storage, transport or sale of the Products in Canada and in the
United States and any possession thereof.13.
    
    In the event: (a) any Regulatory Authority or other national government authority issues a
request, directive or order that the Products be recalled; (b) a court of competent jurisdiction
orders such a recall; or (c) Buyer or BD reasonably determines that the Products should be
recalled, the parties shall take all appropriate corrective actions, and shall cooperate in any
governmental investigations surrounding the recall. In the event that such recall results from the
breach by BD of the terms of this Agreement, BD shall be responsible for promptly replacing the
quantity of the Products that were recalled at no cost to Buyer or at its sole option reimburse
Buyer for the cost of the Products that were recalled. BD shall be responsible for all commercially
reasonable costs and expenses related to the recall. In the event that the recall does not result
from the breach by BD of terms of this Agreement, Buyer shall be
responsible for all commercially reasonable costs and expenses of the recall. For purposes of this Agreement, commercially
reasonable expenses of the recall include expenses of notification and destruction or return of the
recalled Products and any costs associated with the distribution of the replacement Products, but
shall not include lost profits of either party. For purposes of this Agreement, a recall shall
include any market withdrawal, communication (informing the end-user of a real or potential
Product quality, safety or performance issue) or instructions issued by BD or Buyer to an end-user
that provides instructions regarding handling and storage, that is not provided or included on
Product labeling. Any correspondence with a Regulatory Authority
pertaining to a recall and regarding
or impacting the Products, shall be directed to BD and BD shall be the primary contact in
connection thereto.14.
    
    Buyer shall not market, em ploy any sales practice, or issue or display any advertisement
which in BDs sole opinion, acting reasonably, is detrimental to the reputation, image, or
positioning of BD or the Products and BD shall be entitled to require Buyer to cease any such
practice or withdraw any such advertisement.15.
    
    The parties agree that throughout the Term they will remain
in compliance with all applicable
United States and Canadian laws and regulations.16.
    
    U.S. law regulates the export, re-export or other transfer of the Products. Any required U.S.
and non-U.S. government authorization (specifically including Canada) must be obtained prior
to shipment, and diversion contrary to U.S. and non-U.S. law is
prohibited. By ordering the
Products from BD, Buyer agrees to comply fully with all applicable export control laws and
regulations of the United States and Canada, and expressly assumes responsibility for determining
whether a subsequent transaction requires U.S. and Canadian government authorization and, if so,
for obtaining such authorization before shipping or otherwise transferring the Products to another
party.17.
    
    Buyer agrees to comply with all standard conditions and destination control statements set
forth on the invoice, bill of lading or other documents accompanying the shipment of the Products.18.
    
    Buyer affirms that it will not knowingly use, resell or distribute Products directly or
indirectly,  for the development, production or proliferation of weapons of mass destruction
(nuclear, chemical, or biological)or missile delivery systems, and/or for terrorist activities.19.
    
    BD shall deliver the Products to Buyer on the requested shipping date as set out on the
purchase order, [Redacted: Delivery Terms]at [Redacted: Location]or such other facility as may be
agreed upon in writing by
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the parties. Shipment shall be via a carrier designated by Buyer. Title and risk of loss shall
pass to Buyer [Redacted: Title and Risk of Loss Conditions]at [Redacted: Location]. BD shall pay all costs
relating to the Products until such time as it has been placed at the disposal of Buyer at the
[Redacted: Location]. BD shall give Buyer at least [Redacted: Term]notice as to when the
Products will be placed at its disposal. BD shall provide the Products with a packing list and
bill of lading consigned to Buyer. BD shall pay all costs of checking operations such as,
checking quality, measuring, weighing and counting, which are necessary for the purpose of
placing the Products at Buyers disposal.20.
    
    Items ordered by Buyer that are special non-stock products, which orders have been
accepted by BD and shipping dates given may not be canceled or returned to BD for credit.21.
    
    Unless otherwise agreed, BD specifications and quality requirements shall apply to all
Products purchased under this Agreement.22.
    
    WARRANTY. BD represents and warrants that the Products shall be free from material defects,
shall meet the Product Specifications and Packaging Specifications and that the Proprietary Rights
do not infringe or constitute a misappropriation of any third partys Proprietary Rights. THE
WARRANTIES SET FORTH IN THIS PARAGRAPH ARE EXCLUSIVE REGARDING THE PRODUCTS AND IN LIEU OF ALL
OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
IMPLIED REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY. ALL OTHER REPRESENTATIONS,
WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED BY STATUTES OR OTHERWISE ARE HEREBY
EXPRESSLY DISCLAIMED. In the event of a breach of this warranty, Buyers remedy shall be the
replacement of the allegedly defective Products by BD with BD Products or a credit or refund of the
funds paid by Buyer for the affected Products, at Buyers option. In no event shall BD be liable for
any indirect or consequential damages, including but not limited to lost profits.23.
    
    Intentionally omitted.24.
    
    BD hereby disclaims any liability for the safety and efficacy of any Products which would be reconfigured, repackaged or re-sterilized by Buyer and ultimately sold to third parties by Buyer, and
the sale of Products to Buyer under this Agreement shall not be construed as an endorsement by BD
of any ultimate Products sold by Buyer.25.
    
    Buyer is responsible for assuring the sterility,if applicable, of any Products ultimately sold
by Buyer to third parties. Buyer is also responsible for obtaining any necessary regulatory
approvals and/or clearances necessary for any Products ultimately sold by Buyer to third parties.26.
    
    Buyer agrees to and does indemnify and hold harmless BD, its directors, officers, agents and employees from and against any and all liabilities, demands, claims, suits,losses, damages, causes of
action, or judgments including costs, attorney fees, and expenses incident thereto which may be
suffered directly by reason of any loss, damage, death or bodily injury arising out of or in
connection with (i) Buyers negligent or wrongful willful acts in connection with this Agreement or
(ii) Buyers breach of or failure to comply with any provision of this Agreement. This indemnification shall not extend to indirect, special,or consequential damages, including, without
limitation, lost profits whether foreseeable or communicated to the other party.27.
    
    BD agrees to and does indemnify and hold harmless Buyer, its directors, officers, agents and employees from and against any and all liabilities, demands, claims, suits,losses, damages, causes of
action, or judgments including costs, attorney fees, and expenses incident thereto which may be
suffered directly by reason of any loss, damage, death or bodily injury arising out of or in
connection with (i) BDs negligent or wrongful willful acts in connection with this Agreement or
(ii) the Products furnished to Buyer pursuant to this Agreement or any purchase order issued
pursuant to this Agreement or (iii) BDs breach of the warranties contained herein or failure
to comply with any provision of this Agreement. This Indemnification shall not extend to
indirect,special, or consequential damages, including, without limitation, lost profits whether
foreseeable or communicated to the other party.28.
    
    If either party seeks indemnification from the other hereunder, it shall promptly give notice to
the other party of any such claim or suit threatened, made or filed against it which forms the
basis for such claim of indemnification and shall cooperate fully with the other party in the
investigation and defense of all such claims or suits. The indemnifying party shall have the option
to assume the other partys defense in any such claim or suit with counsel reasonably
satisfactory to the other party. No settlement or compromise shall [Redacted: Settlement Conditions]
        .29.
    
    Buyer will maintain and keep in force during the Term ,
general public liability, and property
damage insurance against any insurable claim or claims, which might or could arise regarding
Products purchased from BD.Such
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insurance will contain a minimum combined single limit of
liability for bodily injury and property
damage in the amounts of not less than [Redacted: Amount]and [Redacted: Amount].30.
    
    BD will maintain and keep in force during the Term, general public liability,and property
damage insurance against any insurable claim or claims, which might or could arise regarding
Products purchased from BD. Such insurance will contain a minimum
combined single limit of
liability for bodily injury and property damage in the amounts of not
less than [Redacted: Amount]
and [Redacted: Amount].31.
    
    At any time, either Buyer or BD may terminate this Agreement for any reason upon [Redacted:
Term]written notice to the other or as otherwise agreed in writing by the Buyer and BD, provided
that Buyer complies at all times with its payment obligations under this Agreement. In the event
that during the notice period Buyer fails to comply with its payment obligations hereunder, the
provisions of Section 32.1 will apply.32.
    
    Notwithstanding anything to the contrary, this Agreement may be terminated by either party
giving notice to the other effective the date of receipt of written notice thereof:
 32.1.
    
    if the other party breaches any term, condition or provision of this Agreement, and such
breach is not cured to the reasonable satisfaction of the other party within [Redacted: Term]of
receipt of written notice of breach thereof, or as otherwise agreed upon by the parties in
writing;32.2.
    
    if a party takes any action in respect of liquidation or winding up, or make an assignment
for the benefit of creditors, or makes any proposal under the Bankruptcy Act or any comparable
statute of any applicable jurisdiction, or a judgment or order is entered by any court of
competent jurisdiction approving any such petition,or if a custodian or receiver or receiver and
manager or any other official with similar powers be appointed for such party; and if such party
ceases to do business as a going concern;32.3.
    
    in the event of any allegation of infringement being made against either BD or Buyer for
infringement of a third party intellectual property right in
consequence of the sale of the
Products; and32.4.
    
    in the event of a Change of Control (as defined in Section 35) where the person acquiring
control is a competitor of BD or any of its Affiliates. In this case, Buyer shall take any and
all action reasonably requested by BD to protect any Confidential Information of BD from
disclosure to or use by any Affiliate of the transferee or the Buyer in the case of a Change of
Control.
 33.
    
    Termination of this Agreement by a party shall not deprive such party of any of
its rights, remedies or actions against the other party for damages or equitable remedies.34.
    
    Upon termination, except by reason of breach by BD, Buyer shall reimburse BD for BDs cost of
all supplies purchased and on hand or on order, if such supplies were ordered by BD based on
Buyers firm purchase order, and such supplies cannot be reasonably used by BD for other purposes,
and for Products manufactured or delivered until the notice of termination.35.
    
    In the event of a Change of Control of the Buyer, Buyer shall provide BD with a notice within
[Redacted: Term]prior to the effective date of the Change of Control. Upon receipt of the notice,
BD shall have an additional period of [Redacted: Term]to provide notice to Buyer of acceptance of
Change of Control or refusal to Change of Control, in which case, this Agreement shall be
terminated by the end of an additional period of [Redacted: Term]. Change of Control means (a)
the direct or indirect sale, transfer, conveyance, lease or other disposition (other than by way of
consolidation, amalgamation or merger), in one or a series of related transactions, of all or
substantially all of the property and assets of Buyer to any person or group of persons acting
jointly or in concert for purposes of such transaction; or (b) the consummation of any transaction
including any consolidation, amalgamation, merger or issue of voting shares, the result of which
is that any person or group of person acting jointly or in concert for purposes of such transaction
becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the
Buyer, measured by voting power rather than number of shares.36.
    
    BD hereby grants Buyer (or its third party designees), the right to conduct for cause audits
of BDs or its subcontractors packaging facilities to
address significant Product or safety concerns
as discovered through adverse drug events or customer complaints related to Product failures.
 36.1.
    
    Buyer shall notify BD in writing of its intent to audit. Buyer and BD will determine
mutually acceptable dates for the audit. Any auditors who are not employees of Buyer shall be
required to enter into confidentiality agreements with BD or its subcontractor and Buyer
containing terms of non-disclosure and non-use at least as stringent as those set forth in
Section 38. Auditors shall abide by BDs or its
sub-contractors visitor policies. BD or its
subcontractor shall have the right to protect the confidential
information of its other clients
and products and to limit the audit to such areas of the production facility that are relevant
to the Products.
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36.2.
    
    The auditors shall issue a written report of their findings within [Redacted: Term]of the
audit. Buyer shall provide to BD a written report of its findings as soon as possible, or within
[Redacted: Term]after the conclusion of the audit. BD shall promptly address the audit findings,
but in no event later than [Redacted: Term]of receiving the report.36.3.
    
    Any dispute in connection with a written report or findings by auditors shall be dealt with
in accordance with the provisions of Section 5.5.2.
 37.
    
    Each purchase order or any acknowledgment thereof, whether printed, stamped, typed, or written
shall be governed by the terms of this Agreement and none of the provisions of such purchase
order or acknowledgment shall be applicable except those specifying Products and quantity ordered,
delivery dates, special shipping instructions and invoice information. Buyer shall place the
purchase orders no less than [Redacted: Term]prior to the requested shipping date.38.
    
    It is contemplated that in the course of the performance of this Agreement each party may, from
time to time, disclose Confidential Information to the other. Confidential Information means
all information disclosed hereunder in writing or orally, visually or through some other media, except any portion thereof which: (a) is known to the recipient at the time of the disclosure, as
evidenced by its written records or other competent evidence; (b) is disclosed to the recipient by a
third person lawfully in possession of such information and not under an obligation of nondisclosure;
(c)  is or becomes patented, published or otherwise part of the
public domain through no fault of
the recipient; (d) is developed by or for the recipient independently of Confidential Information
disclosed hereunder as evidenced by the recipients written records or other competent evidence;
or (e) is required by law to be disclosed by the recipient, provided that the recipient gives the
disclosing party hereto prompt notice of such legal requirement such that the disclosing party
shall have the opportunity to apply for confidential treatment of such Confidential Information. The
burden of proof for these exceptions lies with recipient. Each party agrees that, except as
expressly provided in this Agreement, it shall not disclose Confidential Information received from
the other party, and shall not use Confidential Information disclosed to it by the other party, for
any purpose other than to fulfill each parties obligations under this Agreement.
Notwithstanding the foregoing, Buyer shall be entitled to disclose Confidential Information to
its distributor in the United States, including its territories and possessions.
 38.1.
    
    Notwithstanding the above, nothing contained in this Agreement shall preclude Buyer from
using Confidential Information as may be necessary for obtaining governmental marketing
approvals pursuant to the terms and conditions of this Agreement, or for either party to comply
with applicable governmental laws and regulations or court orders (provided that the party
disclosing such information uses reasonable efforts to seek confidential treatment of such
information, except as required to file and prosecute such patent
applications). The obligations
of the parties relating to Confidential Information shall survive for a period of ten (10) years
after the expiry or earlier termination of this Agreement.38.2.
    
    Neither party shall make any public announcement concerning the transactions
contemplated herein, or make any public statement which includes the name of the other party or
any of its affiliates, or otherwise use the name of the other party or any of its affiliates 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 a party that names the other party shall first be provided in
draft to the other party. BD
acknowledges that Buyer is a publicly traded company with continuous disclosure obligations.
Accordingly, Buyer may have to disclose in a press release, a material change report, its
financial statements or in its other continuous disclosure documents the execution of this
Agreement and the material terms thereof. BD acknowledges that Buyer
may have to file this
Agreement with the Canadian securities regulatory authorities in order to fulfill its
continuous disclosure obligations in Canada.
 39.
    
    BD shall not be responsible for any delay of production for delivery of Products attributable
to [Redacted: Description of events], and any other circumstance beyond the control of BD.40.
    
    The terms of this Agreement are severable and if for any reason any terms should be
unenforceable or invalid, the rest of the Agreement shall remain in
full force and effect. No delay
or omission by either party in exercising any right or remedy shall operate as a waiver.41.
    
    This Agreement cancels and supersedes any previous agreement between Buyer and BD or its
predecessors in title in relation to the Products.42.
    
    This Agreement is personal to each party and its rights and obligations herein shall not be
assigned or transferred without the prior written consent of the
other party. However, either party
may assign this Agreement to one of its wholly-owned subsidiaries or its parent corporation without
such consent. Notwithstanding the foregoing, Buyer, without such consent, shall have the right to
assign this Agreement to [Redacted: Name]. Any
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permitted assignee shall assume all obligations of its assignor under this Agreement. No
assignment shall relieve any party of responsibility for the performance of any accrued
obligation which such party then has hereunder.43.
    
    The parties relationship hereunder is that of independent contractors. This Agreement does not
create any employment, agency, franchise, joint venture, partnership or other similar legal
relationship between BD and Buyer. Buyer shall make no warranty concerning the Products except as
expressly approved by BD. Buyer shall have no right or authority to assume or claim any obligation
of any kind, express or implied, by or on behalf of BD, or to bind BD or any way whatsoever.44.
    
    No variation, modification or waiver of any of the terms of
this Agreement shall be valid unless
made in writing and signed on behalf of both parties. This Agreement and the Exhibits and other
attachments to this Agreement set out the entire understanding between the parties with respect to
the rights and duties of the parties and no party has relied on any representation that is not
expressly set out or referred to in this Agreement.45.
    
    In order to be effective, any notice must be in writing. A notice is effective if it is
delivered (i) personally, either to the individual designated below for such party, or to an
individual having apparent authority to accept deliveries on behalf of such individual at its
address set out below; (ii) by fax, (iii) by registered mail at or to the applicable addresses set
out opposite the partys name below or at or to such other address for a party as such party from
time to time designates to the other parties in the same manner :
 Technical Information:
    
    For technical information, please call Claudine Keats, ProductManager, 1-800-268-5430, Extension 6170Product Certifications:
    
    By acceptance of this Agreement,
Buyer acknowledges that BD will provide an Annual Certification of
Compliance and Biosafety (Sterility, Non-Toxicity, Non-Pyrogenicity
as applicable) for all Products purchased or shipped under this Agreement.Customer Service:By Phone:
    
    1-866-979-9408 / 1-888-259-0187By Fax:
    
    1-800-565-0897Notices to BD:By Mail:
    
    Becton Dickinson Canada Inc.,2100 Derry Road West, Suite 100,Mississauga, Ontario, L5N 0B3Attention:Kevin EgesborgRegional Business ManagerNotices to Buyer:By Mail:
    
    Theratechnologies Inc.,2310 Alfred-Nobel Blvd.Montreal , Quebec, H4S 2B4Attention:Pierre PerazzelliVice President, Pharmaceutical Development
 46.
    
    Additional Terms
 Payment:
    
    BD shall invoice Buyer for the
Products [Redacted: Timing
of Payment] at the prices set forth on Exhibit C, which
Exhibit is hereby incorporated by reference. Buyer shall
make payment [Redacted: Term]from the date of receipt of
BDs invoice.Minimum Orders:
    
    The minimum order quantity for the Products shall be
[Redacted: Quantity]kits. For greater clarity, one (1) kit
is comprised of the following:            [Redacted: Quantity];            [Redacted: Quantity];and,            [Redacted: Quantity].
 Page 7




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47.
    
    This Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which together shall be deemed to be one and the same instrument.48.
    
    This Agreement is governed by, and is to be interpreted, construed and enforced in accordance
with, the laws of Ontario and the laws of Canada applicable in Ontario, excluding any rule or
principle of conflicts of law that may  provide otherwise.49.
    
    The parties irrevocably attorn to the jurisdiction of the courts of Ontario, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.
 IN WITNESS WHEREOF
 THERATECHNOLOGIES INC.
    
    BECTON DICKINSON CANADA INC.Pierre Perazzelli
    
    Doug JohnstoneName
    
    NameV.P. Pharmaceutical  Development
    
    Director, Distributor RETitle
    
    Title(signed) Pierre Perazzelli
    
    (signed) Doug JohnstoneSignature
    
    SignatureNovember 2, 2009
    
    November 6, 2009Date Signed
    
    Date Signed
  Page 8




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EXHIBIT A
 Products
 [Redacted: Description and amount of products]




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##### 



EXHIBIT B
 Packaging Specifications
 [Redacted: Specifications]
 Page 10




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EXHIBIT C
 Price List
 [Redacted: Pricing]