Exhibit 99.91
 MANUFACTURE AND SUPPLY AGREEMENT
 BETWEEN
 DRAXIS PHARMA GENERAL PARTNERSHIP
By way of its managing partner,
 DRAXIS SPECIALTY
PHARMACEUTICALS INC.
 AND
 THERATECHNOLOGIES INC.
 AS OF DECEMBER 23, 2009
 CONFIDENTIAL




---



##### 



TABLE OF CONTENTS
 ARTICLE I  INTERPRETATION
    
    
    11.1 Defined Terms
    
    
    11.2 incorporation of Schedules
    
    
    71.3 Currency
    
    
    71.4 General
    
    
    7ARTICLE II  MANUFACTURING
    
    
    82.1 Agreement to Manufacture Products
    
    
    82.2 Conformance with Specifications
    
    
    82.3 Conformance with cGMP and Applicable Laws
    
    
    82.4 Supply of Active Pharmaceutical Ingredients
    
    
    82.5 Supply of Materials
    
    
    92.6 Third Party Suppliers
    
    
    92.7 Costs and Expenses
    
    
    92.8 Addition of Products
    
    
    9ARTICLE III  CONSIDERATION
    
    
    93.1 Price of Products and Adjustment
    
    
    93.2 Annual Minimum Purchases
    
    
    103.3 Batch Size
    
    
    103.4 Payment
    
    
    103.5 Taxes
    
    
    113.6 Capital Expenditures
    
    
    113.7 Additional Costs
    
    
    113.8 Cost of Changes
    
    
    11ARTICLE IV  PRODUCT SUPPLY
    
    
    124.1 Forecasts
    
    
    124.2 Order Procedures
    
    
    134.3 Purchase Orders
    
    
    154.4 Standard Forms
    
    
    16ARTICLE V  DELIVERY, TITLE AND ACCEPTANCE
    
    
    165.1 Product Storage and Shipment
    
    
    165.2 Purchaser Acceptance
    
    
    175.3 Recalls
    
    
    19ARTICLE VI  QUALITY ASSURANCE AND CONTROL
    
    
    196.1 Form of Quality Agreement
    
    
    196.2 Testing
    
    
    196.3 Product Batch Release
    
    
    196.4 Retention Samples
    
    
    206.5 Designated Suppliers Audit
    
    
    206.6 Manufacturing Records
    
    
    20ARTICLE VII  REGULATORY MATTERS
    
    
    217.1 Audit and Inspection
    
    
    217.2 Regulatory Submissions
    
    
    22ARTICLE VIII  REPRESENTATIONS AND WARRANTIES
    
    
    228.1 Supplier Representations and Warranties
    
    
    22
 - i -




---



##### 



8.2 Purchaser Representations and Warranties
    
    
    248.3 Undertakings Relating to Representations and Warranties
    
    
    24ARTICLE IX  INTELLECTUAL PROPERTY
    
    
    259.1 Ownership
    
    
    259.2 Reproduction of and Right to use Trademarks
    
    
    269.3 Suppliers Ownership of Other Property
    
    
    279.4 Infringement by a Third Party
    
    
    279.5 Right to not Manufacture
    
    
    27ARTICLE X  INDEMNITIES
    
    
    2710.1 Indemnity of Supplier
    
    
    2710.2 Indemnity of Purchaser.
    
    
    2810.3 Indemnity Proceedings
    
    
    2810.4 Limitation of Liability
    
    
    30ARTICLE XI  TERM AND TERMINATION
    
    
    3011.1 Term of Agreement
    
    
    3011.2 termination of Agreement
    
    
    31ARTICLE XII  MISCELLANEOUS
    
    
    3212.1 Relationship of the Parties
    
    
    3212.2 Force Majeure
    
    
    3212.3 Further Assurances
    
    
    3312.4 Confidentiality
    
    
    3312.5 Notices
    
    
    3412.6 Entire Agreement
    
    
    3412.7 Waiver
    
    
    3412.8 Amendment
    
    
    3512.9 Severability
    
    
    3512.10 Enurement
    
    
    3512.11 Assignment
    
    
    3512.12 Counterparts
    
    
    3512.13 Contra Proferentum
    
    
    3512.14 Subcontracting
    
    
    3512.15 Governing Law
    
    
    3612.16 Non-Solicitation
    
    
    3612.17 Survival
    
    
    3612.18 English Language
    
    
    36
 - ii -




---



##### 



MANUFACTURE AND SUPPLY AGREEMENT
 THIS AGREEMENT Effective Date
 B E T W E E N:
    
    THERATECHNOLOGIES INC.,a corporation incorporated under
the laws of the Province of Québec, having its head
office at 2310 Alfred-Nobel, Montreal , Québec , H4S 2B4;(Purchaser )AND:
    
    DRAXIS PHARMA GENERAL PARTNERSHIP, by way
of its managing partner , DRAXIS Specialty Pharmaceuticals
Inc.,a partnership constituted under the laws of the
Province of Ontario, having its principal office at 16751
Trans-Canada Highway, Kirkland, Québec, H9H 4J4;(Supplier)
 WHEREAS
 AND WHEREAS
 AND WHEREAS
 NOW , THEREFORE ,
 ARTICLE I  INTERPRETATION
 Defined Terms.
  -1-




---



##### 



Accepted Purchase Order(s)
 Active Pharmaceutical Ingredient
 Additional Costs
 Affiliate Canada Business Corporations Act
 Agreement
 Annual
Forecast(s)
 Annual Minimum Purchase
 APR
 Batch
 Business Day Business Days Code of Civil Procedure
 Calendar Year(s)
 CDA
 Certificate of Analysis
 CFR
 Commercial Sale
 -2-




---



##### 



[Redacted: Price Increase Calculation].
 Current Good Manufacturing Practices cGMP
 Delivery
 Designated Suppliers
 Designated Suppliers Audit
  [Redacted: Name] 
 Facility
 Failure to Supply [Redacted: Definition]
 FDA
 Firm Zone
 Force Majeure
 Governmental Authority Regulatory Authority
 HPFBI
 -3-




---



##### 



Incoterms 2000
 Indemnitees
 Initial Term
 Intellectual Property
 Inventory Carrying Fee(s)
 Law(s)
 Licences
 Long Lead Time Materials
 Losses [Redacted: Definition]
 -4-




---



##### 



Manufacture Manufactured
 Manufacturing
 Manufacturing Records
 Material Zone
 Materially Adversely Affect Suppliers Business
 Materials
 New Drug Application
 Ongoing Forecast
 Open Zone
 Party Parties
 Person
 Preferred Basis
 
    
    [Redacted: Percentage]until[Redacted: Date];
    
    [Redacted: Percentage]for each Calendar Year of the Term
thereafter.
 Prices Price
 -5-




---



##### 



Proceeding
 Product(s) [Redacted: Name]
 Product Amendment
 Product Developments
 Proposals
 Purchase Order(s)
 Purchaser Intellectual Property
 Quality Agreement
 Quality Event
 Rejected Batch
 Rejection Notice
 Renewal Terms
 Replacement Batch
 Specifications
 -6-




---



##### 



Supplier Intellectual Property
 Term
 Territory
 Third Party Third Parties
 Updated Annual Forecast(s)
 Incorporation of Schedules
  
    
    Schedule A   Product Specifications
    
    Schedule B   Quality Agreement
    
    Schedule C   Prices
    
    Schedule D   Confidential Disclosure Agreement
    
    Schedule E   Proposal
    
    Schedule F   Designated Suppliers
    
    Schedule G   Ownership of Machinery and Equipment by Purchaser
    
    Schedule H   Form of Certificate of Manufacture
    
    Schedule I  Quarantine Shipment Authorization
 Currency
  General
  -7-




---



##### 



ARTICLE
II  MANUFACTURING
 Agreement to Manufacture Products
 [Redacted: Number of Batches of Product].
 Conformance with Specifications
  Conformance with cGMP and Applicable Laws
  Supply of Active Pharmaceutical Ingredients
 [Redacted: Term]
 -8-




---



##### 



Supply of Materials
  Third Party Suppliers
  Costs and Expenses
 [Redacted: Basis]
 Addition of Products
 Product Amendment
 ARTICLE III CONSIDERATION
 Price of Products and Adjustment
 Price of Products Price [Redacted: Term] [Redacted: Price Increase Calculation] [Redacted: Term]
 - 9 -




---



##### 



[Redacted: Description of Documents]
 Annual Minimum Purchases.
 Calendar Year 2010 [Redacted: Calculation of Minimum Volume]
 After Approval of the Product [Redacted: Calculation of Minimum
Volume] Annual Minimum Purchase [Redacted: Term] [Redacted: Penalty]
 Materials
 Batch Size
  Payment
 Payment Terms [Redacted: Term] [Redacted: Percentage] Redacted: Percentage]
 - 10 -




---



##### 



Advance Payment [Redacted: Term] [Redacted:
Description of Rights]
 Outstanding Invoices Limit [Redacted: Amount]. [Redacted:
Description of the Limit Establishment].
 Taxes .
  Capital Expenditures .
  Additional Costs .
 [Redacted: Term]
 Cost of Changes .
 Changes Requested by Purchaser [Redacted: Term] [Redacted:
Term]
 - 11 -




---



##### 



[Redacted: Term] [Redacted: Amount] [Redacted: Redacted: Description of Costs]
 Changes to Comply with cGMP or Law.
 (i)
    
    Should the costs and expenses that would be payable by Purchaser pursuant to
the foregoing in order to comply with any such changes within the delay prescribed in
the cGMP or applicable Law exceed [Redacted: Percentage]to be Manufactured by Supplier
based on the last Ongoing Forecast provided to Supplier under Section 4.1 hereof at the
time the changes occurred, Purchaser shall have the right to terminate this Agreement
by giving Supplier a prior written notice within the delay prescribed in the cGMP or
applicable Law to comply with such changes, pursuant to Section 11.2(e) of this
Agreement.(ii)
    
    Supplier shall have the right to terminate this Agreement by giving Purchaser
prior written notice within the delay prescribed in the cGMP or applicable Law to
comply with such changes, should the cost and expenses that would be payable by
Supplier pursuant to the foregoing exceed [Redacted: Costs
and Expenses].
 ARTICLE IV  PRODUCT SUPPLY
 Forecasts.
 Annual Forecasts. [Redacted: Term] [Redacted:
Term] Annual Forecast [Redacted: Term] Updated Annual Forecast [Redacted: Date]
 [Redacted: Manufacturing Obligations].
 - 12 -




---



##### 



Ongoing Forecasts. [Redacted: Term] [Redacted: Term] Ongoing Forecast). [Redacted: Term] [Redacted: Term] [Redacted:
Manufacturing Obligations].
 Order Procedures .
 Firm Zone. [Redacted: Term] (Firm Zone) [Redacted: Term]. [Redacted: Term].
 (i)
    
    if Purchaser reduces its requirements for Products to be Manufactured in the
Firm Zone of an Ongoing Forecast, Purchaser shall [Redacted: Obligations];and(ii)
    
    if Supplier agrees to Manufacture additional quantities of the Products in the
Firm Zone of an Ongoing Forecast, Purchaser, in addition to the Price, shall reimburse
Supplier for any incremental costs incurred by Supplier in this regard. Supplier shall
submit such incremental costs to Purchaser prior to the Manufacture of such additional
quantities of Products.
 Material Zone. [Redacted: Term] Material Zone [Redacted: Obligations]. [Redacted: Obligations]. [Redacted: Obligations].
 Open Zone. [Redacted: Term] Open
Zone [Redacted: Obligations]
 - 13 -




---



##### 



Long Lead Time Materials. Long Lead Time Materials [Redacted: Term] [Redacted: Term]
 Inventory Carrying Fees. [Redacted: Term] [Redacted: Term] Inventory Carrying Fee [Redacted:
Amount] [Redacted: Term] [Redacted: Price Increase
Calculation].
 Graphic Changes. [Redacted:
Term]
 Safety Stock. [Redacted: Term] [Redacted: Description of
Conditions]. [Redacted:
 - 14 -




---



##### 



Costs] [Redacted: Obligation of Supplier] [Redacted: List of Conditions]. only,
 Purchase Orders .
 General. Purchase Order [Redacted: Term]
 Transmission. [Redacted: Term]
 Rejection and Deemed Acceptance. Accepted Purchase Order [Redacted: Term]
 Failure to Supply.
 (i)
    
    In the event that Supplier is not, or anticipates that it will not be, able to
fulfill the terms of an Accepted Purchase Order, Supplier shall promptly notify
Purchaser of that fact and Supplier shall [Redacted: Obligation of Supplier]to
minimize the damage to Purchaser caused by Suppliers inability to comply with the
terms of an Accepted Purchase Order.(ii)
    
    [Redacted: Purchasers Rights].
 - 15 -




---



##### 



Accommodations.
 (i)
    
    Supplier shall not be obliged to use commercially reasonable efforts to deliver
excess volumes of Product exceeding [Redacted: Percentage]of the Product volumes
specified in the Firm Zone for Calendar Year 2009 and until [Redacted: Term]from the
approval of a Product by the FDA for Commercial Sale in the Territory and, thereafter,
[Redacted: Percentage]of the Product volumes specified in the Firm Zone; and(ii)
    
    [Redacted: Suppliers Rights].
 Standard Forms .
  ARTICLE V  DELIVERY, TITLE AND ACCEPTANCE
 Product Storage and Shipment .
 Storage Conditions.
 Transfer of Title. [Redacted: Condition to Transfer of Risk]. [Redacted:
Condition to Transfer of Risk].
 Shipment of Products. [Redacted: Delivery Terms]
 - 16 -




---



##### 



Purchaser Acceptance .
 Quantitative Defects. [Redacted: Term] [Redacted:
Term]
 Qualitative Defects. [Redacted: Term] Rejected Batch [Redacted: List of Conditions] [Redacted: Term] (Rejection Notice). [Redacted: Term].
 Disposition of Rejected Batch. [Redacted: Term] [Redacted: Right of Purchaser]
 - 17 -




---



##### 



Dispute of Test Results. [Redacted: Cost
Allocation].
 Rework, Reprocessing and Replacement of Rejected Batch.
 (i)
    
    If the Parties agree that a Rejected Batch fails in whole or in part to conform
to the Specifications, or if the dispute between the Parties in this regard has been
resolved pursuant to Section 5.2(d) in favour of Purchaser, Supplier agrees to use its
commercially reasonable best efforts to either:
 A.
    
    if possible, rework or reclaim the Rejected Batch, which shall
be returned to Supplier forthwith and Supplier shall assume [Redacted: Costs],
if any, in connection with the shipment of same; orB.
    
    destroy the Rejected Batch, which Batch shall be returned to
Supplier forthwith and Supplier shall assume [Redacted: Costs],if any, in
connection with the shipment of same and deliver [Redacted: Costs]a
replacement shipment for the Rejected Batch (Replacement Batch), [Redacted:
List of Conditions];
 within [Redacted: Term]of the date Supplier accepts Purchasers written Rejection
Notice or the date of the final resolution of the dispute, whichever is the
earliest. The [Redacted: Term]delay is subject to Supplier having all Materials in
inventory, including Long Lead Time Materials.(ii)
    
    Notwithstanding the existence of a dispute concerning a Product rejected by
Purchaser, pending resolution of such dispute, Supplier shall, within [Redacted: Term]
of issue by Purchaser of a Purchase Order for additional Batches of Product of the type
and quantity claimed to be rejected as contemplated by Section 5.2(b) hereof, deliver
such additional Batches of Product and Purchaser shall be obligated to pay for such
Batches of Product in accordance with Section 3.4 hereof. The [Redacted: Term]delay is
subject to Supplier having all Materials in inventory, including Long Lead Time
Materials.
 - 18 -




---



##### 



(iii)
    
    Notwithstanding anything to the contrary contained herein, should the Rejected
Batch have failed to meet the Specifications [Redacted: List of Conditions and
Suppliers Obligations].
 Recalls .
 [Redacted: Term] [Redacted: Cost Allocation]
 ARTICLE VI  QUALITY ASSURANCE AND CONTROL
 Form of Quality Agreement .
  Testing .
  Product Batch Release .
  - 19 -




---



##### 



[Redacted: Amount] [Redacted: Amount] [Redacted: Term] [Redacted:
Amount]. [Redacted: Cost]
   Retention Samples .
 [Redacted: Costs],
 Designated Suppliers Audit .
 [Redacted: Term] [Redacted: Amount] [Redacted: Price Increase Calculation].
 Manufacturing Records .
 Manufacturing Records
 - 20 -




---



##### 



ARTICLE VII  REGULATORY MATTERS
 Audit and Inspection .
 Purchaser Audit. [Redacted: Description of Third Parties], [Redacted: Term], [Redacted: Amount] [Redacted: Amount] [Redacted: Term], [Redacted: Amount] [Redacted: Term], [Redacted: Description of
Third-parties],
   Inspection by Governmental Authorities.
 Inspection Notification.
 - 21 -




---



##### 



Order by Governmental Authority. [Redacted:
Reimbursement Obligation] [Redacted:
Reimbursement Obligation]
 Regulatory Submissions .
   [Redacted: Amount] [Redacted: Term] [Redacted: Price Increase Calculation]. [Redacted: Term]
 ARTICLE VIII  REPRESENTATIONS AND WARRANTIES
 Supplier Representations and Warranties .
 Representations and Warranties.
 (i)
    
    in performing its services hereunder, Supplier shall comply with all
provincial, state, local and federal Laws and the cGMP applicable to such
 - 22 -




---



##### 



services and shall hold, and shall continue to hold during the Term of this
Agreement, all Licenses necessary or required for the Manufacturing of the Products
for sale in the Territory and the performance of its obligations hereunder;(ii)
    
    the Facility, all equipment and tooling utilized in the Manufacturing of the
Products hereunder, and the procedures and processes (including installation, operation
and performance qualifications) instituted by Supplier in connection herewith are, and
shall continue during the term of this Agreement, to be in material compliance with all
applicable Laws and maintained in good operating condition;(iii)
    
    [Redacted: Representation](iv)
    
    [Redacted: Representation](v)
    
    Supplier shall carry and keep in good force during the Term of this Agreement
and for a period of [Redacted: Term]thereafter, a comprehensive general liability,
product liability and commercial property insurance coverage in such form and amount as
a reasonable party in similar circumstances would carry and keep to fulfil its
obligations hereunder (in an amount no less [Redacted: Amount].Supplier shall submit a
certificate of such insurance (which shall include such information) to Purchaser for
its approval within [Redacted: Term]of the date of signature of this Agreement. If
such certificate is not furnished within [Redacted: Term],Purchaser shall notify
Supplier in writing and give Supplier [Redacted: Term]to cure such breach. If Supplier
fails to provide the certificate during such [Redacted: Term]cure period, Purchaser
may, at its option, immediately terminate this Agreement or any amendment thereof;(vi)
    
    the Products Manufactured by Supplier under the terms of this Agreement:
 A.
    
    will comply with the Specifications and applicable Laws,
including cGMP in accordance with general industry practice;B.
    
    shall not contain any material that would cause the Products to
be adulterated within the meaning of the Food and Drug Act(Canada) or
adulterated or misbranded within the meaning of Section 404 or 505 of the
Federal Food, Drug and Cosmetic Actas amended, or the regulations issued
thereunder or within the meaning of any provincial, state or local law the
adulteration and misbranding provisions of which are similar to such Act; andC.
    
    shall be free from material defects in Materials and
workmanship not otherwise caused by Materials supplied by Purchaser or by any
Designated Suppliers or defect in the Specifications and/or in Purchasers
formula for the Manufacturing of the Product .
 - 23 -




---



##### 



(vii)
    
    Supplier is a general partnership duly constituted, validly existing and in
good standing under the laws of the Province of Ontario;(viii)
    
    Supplier has the power and authority to conduct its business as currently being
conducted and as contemplated herein;(ix)
    
    Supplier has the power and authority to make, deliver and perform its
obligations under this Agreement by way of its managing partner and has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement.(x)
    
    the execution, delivery and performance of this Agreement by Supplier will not
violate any agreement or instrument to which Supplier is a party.
 Exclusions. [Redacted: Exclusions].
 Limitation.
 Purchaser Representations and Warranties .
 Representations and Warranties.
 (i)
    
    it shall provide all information necessary for Supplier to Manufacture the
Products in accordance with the Specifications and all applicable Laws, including cGMP,
and shall make its employees available on a timely basis to respond to questions
concerning such information;(ii)
    
    to the extent that Purchaser supplies any Materials, including the Active
Pharmaceutical Ingredient, or other information to Supplier (including packaging and
labelling requirements) or engages in Manufacturing with respect to any of the Products
(either directly or indirectly through a Third Party), all such Materials or other
information and Manufacturing will comply with the Specifications and applicable Laws,
including cGMP;(iii)
    
    it shall obtain and maintain all necessary permits, registrations and licences
required for it to perform its obligations to Supplier under this Agreement and shall
comply with all applicable Laws in carrying out its obligations under this Agreement;(iv)
    
    Purchaser shall carry and keep in good force during the Term of this Agreement
and for a period of [Redacted: Term]thereafter, insurance coverage, including product
liability insurance, in such form and amount as a reasonable party in similar
circumstances would carry and keep to
 - 24 -




---



##### 



fulfill its obligations hereunder (in an amount no less than [Redacted: Amount].
Purchaser shall submit a certificate of such insurance (which shall include such
information) to Supplier for its approval within [Redacted: Term]of the date of
signature of this Agreement. If such certificate is not furnished within [Redacted:
Term], Supplier shall notify Purchaser in writing and give Purchaser [Redacted:
Term]to cure such breach. If Purchaser fails to provide the certificate during such
[Redacted: Term]cure period, Supplier may, at its option, immediately terminate
this Agreement or any amendment thereof;(v)
    
    [Redacted: Representation];(vi)
    
    [Redacted: Representation];(vii)
    
    Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the Province of Québec;(viii)
    
    Purchaser has the power and authority to conduct its business as currently being
conducted and as contemplated herein;(ix)
    
    Purchaser has the power and authority to make, deliver and perform its
obligations under this Agreement and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement;(x)
    
    the execution, delivery and performance of this Agreement by Purchaser will not
violate any agreement or instrument to which Purchaser is a party.
 Undertakings Relating to Representations and Warranties
  ARTICLE IX  INTELLECTUAL PROPERTY
 Ownership .
 Purchaser Rights.
 Supplier Rights.
 - 25 -




---



##### 



Product Developments. Product Developments
 Patents.
 License.
 Reproduction of and Right to Use Trademarks .
  - 26 -




---



##### 



Suppliers Ownership of Other Property .
  Infringement by a Third Party .
 Notice.
 Settlement. [Redacted: Settlement Conditions]
 Damages.
 Right to not Manufacture .
  [Redacted: Conditions].
 ARTICLE
X  INDEMNITIES
 Indemnity of Supplier .
   - 27 -




---



##### 



Indemnity of Purchaser .
      Indemnity Proceedings .
 Notice of Claim.
 - 28 -




---



##### 



[Redacted: Term] [Redacted:
Term] [Redacted: Settlement
Conditions]
 Conduct of Proceedings [Redacted: Settlement Conditions]
 Intellectual Property Claim [Redacted: Settlement Conditions]
 Indemnitee Rights [Redacted: Term]
 Employee Assistance
 - 29 -




---



##### 



Limitation of Liability
 Indirect Damages
 Aggregate Liability [Redacted: Amount] [Redacted: Events]
 ARTICLE XI  TERM AND TERMINATION
 Term of Agreement
 Initial Term [Redacted: Date] (Initial Term)
 Renewal Term [Redacted:
Term] (Renewal Terms) [Redacted: Term]
 - 30 -




---



##### 



Termination of Agreement
 Termination for Breach [Redacted: Term] [Redacted: Term]
 Bankruptcy, etc
 Termination for Convenience [Redacted: Term]
 Termination under Section 9.5(a) and 9.5(b) [Redacted:
Termination Conditions].
 [Redacted: Termination Conditions].
 Termination under Section 3.8(b) or 7.1 (d)
 Product not Approved [Redacted: Term].
 Effect of Termination
 (i)
    
    Purchaser shall [Redacted: Purchasers Obligations];(ii)
    
    Purchaser will have access to any Manufacturing Records and Batch retention
samples relating to the Manufacturing of the Products under this
 - 31 -




---



##### 



Agreement for the period during which the Manufacturing Records and Batch retention
sample must be kept by Supplier in accordance with this Agreement or the Quality
Agreement;(iii)
    
    Supplier shall provide to Purchaser the originals of all Specifications;
provided, however, that a copy of such document may be retained by Supplier for
archival purposes, as means of determining any continuing obligation or
confidentiality, but for no other purpose;(iv)
    
    Purchaser shall, within [Redacted: Term]of the date of termination of this
Agreement, pay to Supplier any outstanding payments to be made pursuant to this
Agreement, including without limitation, any and all payment due pursuant to this
Section 11.2(g) or Section 3.2 hereof;(v)
    
    the license granted to Supplier under Section 9.1(e) hereof shall be terminated; and(vi)
    
    Any termination of this Agreement in accordance with this Section 11.2(a), (b)
or (d) shall not prevent the non-defaulting Party to seek any other remedy or take any
other action or recourse against the defaulting Party in order to be indemnified as a
consequence thereto in accordance with Article X of this Agreement, unless expressly
indicated otherwise herein.
 ARTICLE XII  MISCELLANEOUS
 Relationship of the Parties .
  Force Majeure .
 Defined. [Redacted: Definition of Force Majeure].
 - 32 -




---



##### 



Non-Default.
 Cessation of Force Majeure. [Redacted: Calculation of
Batches] [Redacted: Term] [Redacted: Obligations of Supplier]
 Termination. [Redacted: Term] [Redacted: Termination Conditions]
 Further Assurances .
  Confidentiality .
 - 33 -




---



##### 



Notices .
   [Redacted: Facsimile Number]
  [Redacted: Facsimile Number]
  [Redacted: Facsimile Number]
  Entire Agreement .
  Waiver .
  - 34 -




---



##### 



Amendment .
  Severability .
  Enurement .
  Assignment .
 [Redacted: Name]. [Redacted:
Name]
 Counterparts .
  Contra Proferentum .
  Subcontracting .
 - 35 -




---



##### 



Governing Law .
  Non-Solicitation .
  Survival .
  English Language .
  - 36 -




---



##### 



IN WITNESS WHEREOF,
 DRAXIS PHARMA GENERAL PARTNERSHIP,
By way of its managing partner,
DRAXIS SPECIALTY PHARMACEUTICALS INC.
 Per:
    (Signed) Marcelo MoralesMarcelo MoralesChief Operating Officer THERATECHNOLOGIES INC.
 Per:
    (Signed) Pierre PerazzelliPierre PerazzelliVice President, Pharmaceutical Development Per:
    (Signed) Luc TanguayLuc TanguaySenior Executive Vice President and Chief Financial Officer  - 37 -




---



##### 



Schedule A
 SPECIFICATIONS
 [Redacted: Description of Specifications]
 - 38 -




---



##### 



Schedule B
 QUALITY AGREEMENT
 [Redacted]
 - 39 -




---



##### 



Schedule C
 PRICES
 [Redacted: Prices]
 - 40 -




---



##### 



Schedule D
 CONFIDENTIAL DISCLOSURE AGREEMENT
 [Redacted]
 - 41 -




---



##### 



Schedule E
 PROPOSALS
 [Redacted]
 - 1 -




---



##### 



Schedule F
 DESIGNATED SUPPLIERS
 [Redacted: Names of Suppliers]
 - 1 -




---



##### 



Schedule G
 OWNERSHIP OF MACHINERY AND EQUIPMENT BY PURCHASER
 [Redacted: Description of Machinery]
 - 1 -




---



##### 



Schedule H
 FORM OF CERTIFICATE OF MANUFACTURE
 [Redacted: Certificate]
 - 1 -




---



##### 



Schedule I
 QUARANTINE SHIPMENT AUTHORIZATION
 [Redacted: Authorization]
 - 1 -