United States securities and exchange commission logo

                             April 8, 2024

       Philippe Dubuc
       Senior Vice President and Chief Financial Officer
       Theratechnologies Inc.
       2015 Peel Street, 11th Floor
       Montreal, Quebec, H3A 1T8

                                                        Re: Theratechnologies
                                                            Form 20-F for the
fiscal year ended November 30, 2023
                                                            Filed February 21,
                                                            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.
 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
with any questions.

FirstName LastNamePhilippe Dubuc                              Sincerely,
Comapany NameTheratechnologies Inc.
                                                              Division of
Corporation Finance
April 8, 2024 Page 2                                          Office of Life
FirstName LastName