Theratechnologies Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from the prospectus requirements in connection with the use of electronic roadshow materials -- cross-border offering of securities -- compliance with U.S. offering rules leads to non-compliance with Canadian regime -- relief required as use of electronic roadshow materials constitutes a distribution requiring compliance with prospectus requirements -- relief granted from sections 25 and 53 of the Securities Act (Ontario) in connection with a cross-border offering -- decision subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74.

February 23, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

THERATECHNOLOGIES INC.

(the "Filer")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") requesting relief from the prospectus and the registration requirements under the Legislation in order to post, without restrictions, certain electronic roadshow materials on the website of one or more commercial services, such as www.retailroadshow.com and/or www.netroadshow.com, during the Waiting Period (as hereinafter defined) (collectively, the "Exemption Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

a) the Autorité des marchés financiers (the "AMF") is the principal regulator for this application;

b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System ("Regulation 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince-Edward-Island and Newfoundland and Labrador; and

c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.

In this decision,

"base PREP prospectus" and "supplemented PREP prospectus" have the meaning attributed to such term under Regulation 44-103 respecting Post-Receipt Pricing; and

"Notice 47-201" means Notice 47-201 relating to Trading Securities Using the Internet and Other Electronic Means.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a business corporation governed by the Business Corporations Act (Québec) and its head office is located at 2310 Boulevard Alfred-Nobel, Montréal, Québec, Canada, H4S 2B4.

2. The Filer is a Canadian biopharmaceutical company that discovers and develops innovative therapeutic products, with an emphasis on peptides.

3. The Filer is a reporting issuer under the securities legislation in each of the provinces of Canada and is not in default of such securities legislation. The Filer is qualified to file a short form prospectus and also to file a short form base PREP prospectus under applicable provincial securities legislation in Canada.

4. The Filer is currently contemplating an offering of common shares in Canada and the United States (the "Offering") which would constitute an initial public offering in the United States and a new issue in the provinces of Canada.

5. The Filer's common shares are listed for trading on the Toronto Stock Exchange. In connection with the Offering, the Filer intends to apply to have its common shares quoted on the Nasdaq Global Market.

6. The Filer intends to file with the relevant securities regulatory authorities in each of the provinces of Canada a preliminary short form base PREP prospectus in respect of the Offering (the "Preliminary Prospectus"). Contemporaneously with the filing of the Preliminary Prospectus, the Filer intends to file with the SEC a registration statement on Form F-10 under the 1933 Act in respect of the Offering (the "Registration Statement"). The Preliminary Prospectus and the Registration Statement will be filed in accordance with National Instrument 71-101 Multijurisdictional Disclosure System.

7. Following (i) the issuance of a receipt from the AMF, as principal regulator, in respect to the Preliminary Prospectus and (ii) the filing of the Registration Statement with the SEC, the Filer intends to commence the marketing of the Offering in both the United States and Canada.

8. During the period between the date of the receipt for the Preliminary Prospectus and the date of the receipt for the final short form base PREP prospectus in respect of the Offering (the "Waiting Period"), the Filer intends to use electronic roadshow materials (the "Website Materials") as part of the marketing of the Offering, as is now typical for initial public offerings in the United States.

9. Compliance with applicable United States securities laws requires the Filer to either make the Website Materials "available without restriction" or file the Website Materials on the SEC's Electronic Data-Gathering Analysis and Retrieval System (known under its acronym, EDGAR), which will have the same effect as making them "available without restriction". The Filer understands that, in practice, making documents "available without restriction" means that no restrictions on access or viewing may be imposed, such as password protection, both with respect to persons inside and outside of the United States.

10. The Filer and its underwriters wish to market the Offering in a manner that is typical for public offerings in the United States by posting the Website Materials on the website of one or more commercial services, such as www.retailroadshow.com and/or www.netroadshow.com, without any restriction thereon.

11. The prospectus and registration requirements of the Legislation, as well as the guidelines regarding marketing and solicitation activities that are permissible during the Waiting Period, require that access to the Website Materials be controlled by the Filer or the underwriters, for example, by such means as password protection, under Notice 47-201.

12. Absent the Exemption Sought, the Filer could not use the Website Materials during the Waiting Period as part of the marketing of the Offering in a manner that complies with both United States securities laws and the Legislation.

13. The Website Materials will contain a statement informing readers that the Website Materials do not contain all of the information in the Preliminary Prospectus, the final short form base PREP prospectus in respect of the Offering, or the short form supplemented PREP prospectus in respect of the Offering, or any amendment to any of the foregoing (collectively, the "Prospectuses"), and that prospective purchasers should review the Prospectuses, in addition to the Website Materials, for complete information regarding the shares offered pursuant to the Offering.

14. The Filer will comply with all other provisions of Notice 47-201 which do not deal with access to the Website Materials, as well as with subparagraph 2.7(2)3 of Notice 47-201.

15. The information contained in the Website Materials will be fair and balanced and will not contradict or distort information contained in the Prospectuses.

16. The Filer will include in the Website Materials a hyperlink to the Prospectuses when such documents are filed.

17. The Filer will state in the Website Materials and the Prospectuses that purchasers of the shares offered pursuant to the Offering in the provinces of Canada will have a contractual right of action against the Filer and the Canadian underwriters in connection with the information contained in the Website Materials. To do so, the Filer will include in the Website Materials language substantially in the following form:

"We may make available certain materials describing the offering (the "Website Materials") on the website of one or more commercial services, such as www.retailroadshow.com and/or www.netroadshow.com under the heading "Theratechnologies Inc." in accordance with U.S. federal securities laws during the period prior to obtaining a final receipt for the final short form base PREP prospectus relating to the offering (the "Final Prospectus") from the securities regulatory authorities in each of the provinces of Canada. In order to give purchasers in each of the provinces of Canada the same unrestricted access to the Website Materials as provided to U.S. purchasers, we have applied for and obtained exemptive relief in a decision dated February _____, 2011 from the securities regulatory authorities in each of the provinces of Canada. Under the terms of that exemptive relief, we and each of the Canadian underwriters signing the certificate contained in the Final Prospectus agreed that, if the Website Materials contained any untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make any statement therein not misleading in light of the circumstances in which it was made (a ''misrepresentation''), a purchaser resident in a province of Canada who purchases common shares offered under the Final Prospectus during the period of distribution has, without regard to whether the purchaser relied on the misrepresentation, rights against us and each of the Canadian underwriters for the misrepresentation that are equivalent to the rights under sections 217 and 218 of the Securities Act (Québec) or the comparable provision of the securities legislation in each of the other provinces of Canada, as if that misrepresentation was contained in the Final Prospectus."

18. At least one underwriter that will sign the Prospectuses will be registered in each of the provinces of Canada.

19. Purchasers in each of the Canadian provinces will only be able to purchase shares under the Offering through an underwriter that is registered, or that is otherwise exempt from the registration requirement, in the jurisdiction of residence of the purchaser.

20. The Filer acknowledges that the Exemption Sought relates only to the posting of the Website Materials on the website of one or more commercial services, and not with respect to the Prospectuses.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

a) the Filer complies with the representations in paragraphs 13 to 19 of this decision, and

b) the Website Materials will not include comparables unless the comparables are also included in the Prospectuses.