U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
 (Check One)
 þ
    
    Registration statement pursuant to Section 12 of the
Securities Exchange Act of 1934
 or
 o
    
    Annual report pursuant toSection 13(a)or15(d)of the
Securities Exchange Act of 1934
 For the fiscal year ended
 Commission file number:
 THERATECHNOLOGIES INC.
  Québec, Canada
    
    
    2834
    
    
    Not applicable(Province or other jurisdiction
    
    (Primary
    
    (I.R.S. Employerof incorporation or
    
    Industrial
    
    Identification Number)organization)
    
    IndustrialClassificationCode Number(if applicable)
 2310 Alfred-Nobel Boulevard
Montreal, Québec, Canada H4S 2B4
(514) 336-7800
 CT Corporation System
111-8 th Avenue, New York, New York 10011
(212) 894-8940
  Jocelyn Lafond
    
    Lawrence S. WittenbergTheratechnologies Inc.
    
    Martin C. Glass2310
 Alfred-Nobel Blvd.
    
    Goodwin Procter LLPMontreal, Québec, H4S 2B4
    
    Exchange PlaceCANADA
    
    Boston, Massachusetts 02109(514) 336-4804
    
    (617) 570-1000
  Title Of Each Class
    
    Name Of Exchange On Which RegisteredCommon Shares
    
    The NASDAQ Stock Market LLC
 None
 None
 o Annual Information Form
    
    o Audited Annual Financial Statements
 Not applicable
  o þ
  o o




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FORWARD-LOOKING STATEMENTS
  
    
    our ability, and the ability of our commercial partners, to commercialize EGRIFTA® in
the United States and other territories;
    
    whether we will receive regulatory approvals for tesamorelin from regulatory agencies in territories other
than the United States in which we wish to expand the commercialization of tesamorelin, and the timing and
costs of obtaining such regulatory approvals;
    
    our recognition of milestones, royalties and other revenues from our commercial partners related to future
sales of EGRIFTA®;
    
    our plans to conduct a new clinical program for tesamorelin in muscle wasting in chronic obstructive
pulmonary disease, or COPD, including the timing and results of these clinical programs;
    
    the continuation of our collaborations and other significant agreements with our existing commercial
partners and our ability to establish and maintain additional development collaborations;
    
    our estimates of the size of the potential markets for EGRIFTA®, tesamorelin and our
other product candidates;
    
    the rate and degree of market acceptance of EGRIFTA® and our other product candidates;
    
    our success in obtaining, and the timing and amount of, reimbursement for EGRIFTA®
and our other product candidates;
    
    the benefits of tesamorelin and our other product candidates as compared to others;
    
    the success and pricing of other competing drugs or therapies that are or may become available;
    
    our ability to maintain and establish intellectual property rights in tesamorelin and our other product
candidates;
    
    the manufacturing capacity of third-party manufacturers, including the manufacturer of tesamorelin in
commercial quantities;
    
    our expectations regarding our financial performance, including revenues, expenses, gross margins,
liquidity, capital expenditures and income taxes; and
    
    our need for additional financing and our estimates regarding our capital requirements and future revenues
and profitability.
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
    
    tesamorelin for the reduction of excess abdominal fat in HIV-infected patients with lipodystrophy
will receive approval in territories other than the United States covered in our
commercialization agreements;
    
    no additional clinical studies will be required to obtain said regulatory approval of tesamorelin;
    
    EGRIFTA® will be accepted by the marketplace in the United States and will
be on the list of reimbursed drugs by third-party payors;
    
    our relations with third-party suppliers of EGRIFTA® will be conflict-free
and that such third-party suppliers will have the capacity to manufacture and supply
EGRIFTA® to meet market demand and on a timely basis;
    
    we will obtain positive results from our clinical program for the development of tesamorelin for
muscle wasting in COPD patients; and
    
    our business plan will not be substantially modified.
  DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
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NASDAQ QUORUM REQUIREMENT
   DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
  OFF-BALANCE SHEET ARRANGEMENTS
  DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    Year
    
    
    1 to 3 Years
    
    
    3 to 5 Years
    
    
    5 yearsLong Term Debt Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital Lease Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    $
    6,237,000
    
    
    $
    55,000
    
    
    $
    1,311,000
    
    
    $
    928,000
    
    
    $
    3,943,000Purchase Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Long-Term Liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    6,237,000
    
    
    $
    55,000
    
    
    $
    1,311,000
    
    
    $
    928,000
    
    
    $
    3,943,000
  During and after the years ended November 30, 2010 and 2009, the Corporation entered into
long-term procurement agreements with third-party suppliers in anticipation of the
commercialization of EGRIFTA®.
  The Corporation has a $1,800,000 revolving credit facility, bearing interest at prime plus
0.5%. Under the terms of the credit facility, the market value of investments held must always
be equivalent to 150% of amounts drawn under the facility. If the market value falls below
$7,000,000, the Corporation will provide the bank with a first rank movable hypothec (security
interest) of $1,850,000 on securities judged satisfactory by the bank.
 As at November 30, 2010 and 2009, the Corporation did not have any borrowings outstanding
under this credit facility.
 UNDERTAKINGS
  CONSENT TO SERVICE OF PROCESS
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SIGNATURES
  THERATECHNOLOGIES INC.By:
    /s/ Luc TanguayName:
    Luc TanguayTitle:
    Senior Executive Vice President  and 
Chief Financial OfficerDate:   June 13, 2011 5




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EXHIBIT INDEX
 Exhibit
    
    DescriptionAnnual Information99.1
    
    Annual information form, for the year ended November 30, 201099.2
    
    Managements Discussion and Analysis, for the twelve months ended November 30, 2010 and 200999.3
    
    Audited annual financial statements, for the years ended November 30, 2010 and 2009, and as
of December 1, 200899.4
    
    Annual information form, for the year ended November 30, 200999.5
    
    Annual report, for the year ended November 30, 200999.6
    
    Managements Discussion and Analysis (amended), for the twelve months ended November 30,
2009 and 200899.7
    
    Managements Discussion and Analysis, for the twelve months ended November 30, 2009 and 200899.8
    
    Audited annual financial statements, for the years ended November 30, 2009 and 2008Quarterly Information99.9
    
    Managements Discussion and Analysis, for the three months ended February 28, 2011 and 201099.10
    
    Interim financial statements/report, for the three months ended February 28, 2011 and 201099.11
    
    Managements Discussion and Analysis, for the three and nine months ended August 31, 2010
and 200999.12
    
    Interim financial statements (amended), for the nine months ended August 31, 2010 and 200999.13
    
    Managements Discussion and Analysis (amended), for the three and nine months ended August
30, 2010 and 200999.14
    
    Interim financial statements, for the nine months ended August 30, 2010 and 200999.15
    
    Managements Discussion and Analysis (amended), for the three and six months ended May 31,
2010 and 200999.16
    
    Interim financial statements (amended), for the six months ended May 31, 2010 and 200999.17
    
    Managements Discussion and Analysis, for the three and six months ended May 31, 2010 and
200999.18
    
    Interim financial statements, for the six months ended May 31, 2010 and 200999.19
    
    Managements Discussion and Analysis (amended), for the three months ended February 28,
2010 and 200999.20
    
    Interim financial statements (amended), for the three months ended February 28, 2010 and
2009 (as of February 9, 2011)
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Exhibit
    
    Description99.21
    
    Interim financial statements (amended), for the three months ended February 28, 2010 and
2009 (as of July 27, 2010)99.22
    
    Managements Discussion and Analysis, for the 3 months ended February 28, 2010 and 200999.23
    
    Interim financial statements, for the three months ended February 28, 2010 and 200999.24
    
    Managements Discussion and Analysis, for the three months ended November 30, 2009 and 200899.25
    
    Interim financial statements, for the periods ended November 30, 2009 and 2008Shareholder Meeting Materials99.26
    
    Notice of annual and special meeting of shareholders, dated April 14, 2011, for the Annual
and Special Meeting of Shareholders on May 18, 201199.27
    
    Form of proxy for the Annual and Special Meeting of Shareholders on
May 18, 201199.28
    
    Management information circular, dated April 14, 201199.29
    
    Notice of annual and special meeting of shareholders, dated February 23, 2010, for the
Annual and Special Meeting of Shareholders on March 25, 201099.30
    
    Form of proxy for the Annual and Special Meeting of Shareholders
on March 25, 201099.31
    
    Management information circular, dated February 23, 2010Material Change Reports99.32
    
    Material change report, dated
June 3, 201199.33
    
    Material change report, dated May 27, 201199.34
    
    Material change report, dated February 22, 201199.35
    
    Material change report, dated February 10, 201199.36
    
    Material change report, dated December 16, 201099.37
    
    Material change report, dated November 19, 201099.38
    
    Material change report, dated September 1, 201099.39
    
    Material change report, dated June 8, 201099.40
    
    Material change report, dated February 11, 2010Press Releases99.41
    
    Press release, dated June 6, 2011,
announcing filing of european marketing authorization application of
tesamorelin99.42
    
    Press release, dated June 2, 2011
adopting new R&D Business Model99.43
    
    Press release, dated May 18, 2011, regarding annual and special meeting of the shareholders99.44
    
    Press release, dated May 16, 2011, announcing annual and special meeting of the shareholders99.45
    
    Press release, dated April 12, 2011, announcing results for the first quarter 201199.46
    
    Press release, dated March 8, 2011, announcing decision to withdraw the cross-border
offering99.47
    
    Press release, dated February 22, 2011, announcing filing of preliminary prospectus for
cross-border offering
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Exhibit
    
    Description99.48
    
    Press release, dated February 22, 2011, announcing new clinical program in muscle wasting
in Chronic Obstructive Pulmonary Disease (COPD)99.49
    
    Press release, dated February 9, 2011, announcing results for the 2010 fiscal year99.50
    
    Press release, dated February 3, 2011, announcing a distribution and licensing agreement
for tesamorelin in Europe99.51
    
    Press release, dated February 2, 2011, concerning a conference call to announce a
partnership agreement99.52
    
    Press release, dated December 6, 2010, announcing a distribution and licensing agreement
for EGRIFTA in Latin America, Africa and the Middle East with sanofi-aventis99.53
    
    Press release, dated December 5, 2010, concerning a conference call to announce a
partnership agreement99.54
    
    Press release, dated December 2, 2010, announcing plans of early adoption of International
Financial Reporting Standards99.55
    
    Press release, dated December 1, 2010, welcoming the arrival of its new President and CEO99.56
    
    Press release, dated November 11, 2010, announcing FDA approval of EGRIFTA99.57
    
    Press release, dated November 10, 2010, concerning a conference call to announce FDAs
final decision on its new drug application for tesamorelin99.58
    
    Press release, dated October 14, 2010, announcing the retirement date for the President and
CEO: Mr. Yves Rosconi99.59
    
    Press release, dated October 12, 2010, announcing results for the third quarter 201099.60
    
    Press release, dated October 5, 2010, announcing presentation at BioContact Quebec99.61
    
    Press release, dated September 20, 2010, announcing presentation at UBS Global Life
Sciences Conference99.62
    
    Press release, dated September 13, 2010, announcing presentation at the Interscience
Conference on Antimicrobial Agents and Chemotherapy 50th annual meeting99.63
    
    Press release, dated September 1, 2010, announcing the appointment of a new President and
CEO99.64
    
    Press release, dated August 2, 2010, announcing presentations at both BMO and Canaccord
Genuity conferences99.65
    
    Press release, dated July 26, 2010, announces receipt of a motion of authorization to
institute a class action99.66
    
    Press release, dated July 20, 2010, updates timeline for FDA action date for tesamorelins
New Drug Application99.67
    
    Press release, dated July 7, 2010, announcing results for second quarter 201099.68
    
    Press release, dated June 29, 2010, announcing addition to the Russell Global Index99.69
    
    Press release, dated June 24, 2010, announcing publication of combined tesamorelin Phase 3
results in JCEM
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Exhibit
    
    Description99.70
    
    Press release, dated June 8, 2010, announcing presentation at both Jefferies and Needham
conferences99.71
    
    Press release, dated June 2, 2010, announcing that Yves Rosconi, President & CEO of
Theratechnologies, will retire on December 31, 201099.72
    
    Press release, dated May 27, 2010, announcing positive vote by FDA Advisory Committee for
tesamorelin99.73
    
    Press release, dated April 5, 2010, announcing presentation at BioFinance 2010 conference99.74
    
    Press release, dated March 25, 2010, reporting positive outcome at its annual and special
meeting of shareholders99.75
    
    Press release, dated March 23, 2010, announcing financial results for the first quarter 201099.76
    
    Press release, dated March 22, 2010, announcing Annual and Special Meeting of Shareholders99.77
    
    Press release, dated March 22, 2010, announcing that FDA confirmed date for Advisory
Committee review of tesamorelins New Drug Application99.78
    
    Press release, dated March 1, 2010, announcing publication of second Phase 3 results in
JAIDS99.79
    
    Press release, dated February 25, 2010, announcing a tentative new date for the FDA
Advisory Committee review of the tesamorelin New Drug Application99.80
    
    Press release, dated February 10, 2010, announcing that milestones met in 2009 lead to
optimistic outlook99.81
    
    Press release, dated February 10, 2010, announcing adoption of shareholder rights plan99.82
    
    Press release, dated January 25, 2010, reporting that the FDA will reschedule for
administrative reasons the Advisory Committee meeting to review tesamorelins NDA99.83
    
    Press release, dated January 18, 2010, reporting the date for FDA Advisory Committee Review
of the Tesamorelin New Drug Application99.84
    
    Press release, dated January 11, 2010, announcing presentation at Biotech Showcase 201099.85
    
    Press release, dated December 29, 2009, announcing patent protection in Brazil for
tesamorelinOther Material Documents Filed with Canadian Securities Regulators99.86
    
    Shareholder Rights Plan Agreement, dated as of February 10, 201099.87
    
    Supply Agreement, by and between Theratechnologies Inc. and Gruppo Cartotecnico abar
litofarma SRL, dated January 5, 201099.88
    
    OEM Agreement, by and between Theratechnologies Inc. and Becton Dickinson Canada Inc.,
dated November 6, 200999.89
    
    Development and Supply Agreement, by and between Theratechnologies Inc. and Hospira
Worldwide, Inc., dated as of
 March 26, 200999.90
    
    Manufacturing and Supply Agreement, by and among Theratechnologies Inc., Bachem Americas
Inc., and Bachem, Inc., dated March 11, 2009
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Exhibit
    
    Description99.91
    
    Manufacture and Supply Agreement, by and between Draxis Pharma General Partnership and
Theratechnologies Inc., dated as of December 23, 2009Consent99.92
    
    Consent of KPMG LLP
 v