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April 8, 2024
Philippe Dubuc
Senior Vice President and Chief Financial Officer
Theratechnologies Inc.
2015 Peel Street, 11th Floor
Montreal, Quebec, H3A 1T8
Canada
Re:Theratechnologies Inc.
Form 20-F for the fiscal year ended November 30, 2023
Filed February 21, 2024
File No. 001-35203
Dear Philippe Dubuc:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the fiscal year ended November 30, 2023
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Revenue, page 52
1.You disclose that the increase in net sales of EGRIFTA SV® was mostly the result of a
higher number of units sold compared to the previous year, as well as a higher net selling
price. You also disclose various factors that affected your sales of Trogarzo. Please
provide disclosures to be included in future filings that address the following:
•Quantify the extent to which the changes were attributable to changes in prices and
changes in volume. Refer to Item 5.A of Form 20-F.
•Quantify the impact of other factors cited including but not limited to rebates to
government payers.
•Provide a rollforward table of your adjustments to net revenues, including rebates,
contractual, and other adjustments.

 FirstName LastNamePhilippe Dubuc
 Comapany NameTheratechnologies Inc.
 April 8, 2024 Page 2
 FirstName LastName
Philippe Dubuc
Theratechnologies Inc.
April 8, 2024
Page 2
R&D Expenses, page 53
2.Please provide disclosures to be included in future filings to disclose the costs incurred
during each period presented for each of your key research and development projects or
key programs separately. If you do not track your research and development costs by
project or program, please disclose that fact and explain why you do not maintain and
evaluate research and development costs by project or program. For amounts that are not
tracked by project or program, provide other quantitative or qualitative disclosure that
provides more transparency as to the type of research and development expenses incurred
(i.e. by nature or type of expense) which should reconcile to total research and
development expense on the Statements of Operations.
Item 18. Financial Statements
Notes to Consolidated Financial Statements
26. Commitments
(b) Licence agreement, page 80
3.You disclose that the Company agreed to make certain milestone payments to the
Massachusetts General Hospital (MGH) related to the development of tesamorelin. Please
provide disclosures to be included in future filings with the aggregate amount of potential
future milestone payments.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences