UNITEDTable STATESof Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

Form 8-K

~~Current~~CURRENT ~~Report~~REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~Earliest Event Reported): August 31, 2011

~~Securities~~APTALIS ~~Exchange~~PHARMA ~~Act of~~INC. ~~1934~~

~~Date of Report~~ (~~Date~~Exact Name of ~~Earliest~~Registrant ~~Event~~as ~~Reported):~~Specified ~~April 11,~~in ~~2011~~its Charter)

AXCAN INTERMEDIATE HOLDINGS INC.


Delaware	333-153896	74-3249870
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~(Exact~~22 ~~Name~~Inverness ofCenter ~~Registrant~~Parkway Suite 310 Birmingham, asAL ~~Specified~~35242 (Address inof ~~its~~Principal ~~Charter~~Executive Offices) (Zip Code)

Delaware		333-153896		74-3249870
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(205) 991-8085
(Registrant’s telephone number, including area code)

22AXCAN ~~Inverness~~INTERMEDIATE ~~Center~~HOLDINGS ~~Parkway~~INC. (Former Name or Former Address, if Changed Since Last Report)

~~Suite~~Check ~~310~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Birmingham,~~o ALWritten ~~35242~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Address~~TABLE ofOF ~~Principal Executive Offices, Including Zip Code)~~ CONTENTS

~~(205)~~Item ~~991~~2.01 Completion of Acquisition or Disposition of Assets Item 2.03 Creation of a Direct Financial Obligtion or an Obligation under an Off-~~8085~~Balance Sheet Arrangement of a Registrant Item 9.01. Financial Statements and Exhibits SIGNATURES

(Registrant’sTable Telephoneof Number, Including Area Code) Contents

~~Check~~Item 2.01 ~~the~~Completion ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Acquisition ~~registrant~~or ~~under~~Disposition ~~any~~ of ~~the following provisions:~~ Assets.

¨On ~~Written~~August 31, ~~communications~~2011, ~~pursuant~~Aptalis Pharma Inc. (the “Company”), acting through its indirect parent company Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.) (“Holdings”) and direct, wholly-owned subsidiary Axcan Lone Star Inc. (“Merger Sub”), completed its acquisition of rights to ~~Rule~~AeroquinTM, ~~425~~a ~~under~~proprietary aerosol formulation of levofloxacin, which is currently in Phase 3 clinical trials for the ~~Securities~~treatment ~~Act~~of ~~(17~~pulmonary ~~CFR~~infections ~~230~~in patients with cystic fibrosis.~~425~~ The acquisition of AeroquinTM was completed through the merger of Mpex Pharmaceuticals, Inc. (“Mpex”) with and into Merger Sub, with Mpex being the surviving corporation and a direct, wholly-owned subsidiary of the Company (the “Surviving Corporation”).

¨The ~~Soliciting~~acquisition ~~material~~was ~~pursuant~~completed in accordance with the terms of the previously announced transaction agreements among the Company’s affiliates and Mpex. These transaction agreements include: (a) the Agreement and Plan of Merger, dated as of April 11, 2011, as amended by the First Amendment to Option ~~Rule~~Agreement ~~14a-12~~and ~~under~~Agreement and Plan of Merger dated as of May 26, 2011, and as further amended from time to time (the ~~Exchange~~“Merger ~~Act~~Agreement”), by and among Holdings, Merger Sub, Mpex and certain Mpex stockholders who are serving as the Mpex securityholders’ representative in connection with the acquisition (17the ~~CFR~~“Securityholders’ ~~240~~Representative Committee”), (b) the Option Agreement, dated as of April 11, 2011, as amended by the First Amendment to Option Agreement and Agreement and Plan of Merger dated as of May 26, 2011 (the “Option Agreement”), by and among Holdings, Merger Sub and Mpex and (c) the Development Agreement, dated as of April 11, 2011, as amended from time to time (the “Development Agreement”), by and among Holdings, Merger Sub and Rempex Pharmaceuticals, Inc.~~14a-12~~ (the assignee of Mpex) (“Rempex”).

¨The ~~Pre-commencement~~acquisition ~~communications~~has ~~pursuant~~resulted in the payment obligations summarized below, which payment obligations to ~~Rule~~date ~~14d-2(b)~~have ~~under~~been fulfilled by or on behalf of Merger Sub and in the ~~Exchange~~future ~~Act~~will ~~(17~~be ~~CFR~~fulfilled ~~240~~by or on behalf of the Surviving Corporation.~~14d-2(b))~~

¨Merger ~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~Agreement

~~Item~~Pursuant 1to the Merger Agreement, the Mpex securityholders were paid at closing approximately $8.016 million. ~~Entry~~This ~~into~~payment ais ~~Material~~subject ~~Definitive~~to ~~Agreement~~future adjustment based on final calculations of Mpex’s cash on hand, debt and transaction expenses as of closing.

~~Agreements~~Pursuant ~~with~~to the Merger Agreement, the Mpex securityholders will be entitled to the following payments in the future: (a) $20 million in non-contingent payments, (b) up to $195 million in contingent payments if certain regulatory and commercial milestones related to Aeroquin™ are met and (c) earn-out payments based on net sales of Aeroquin™. These payments are subject to offset against any indemnification claims that Holdings and Merger Sub have against the Mpex securityholders pursuant to the Merger Agreement, subject to the limitations set forth in the Merger Agreement.

Axcan Holdings Inc. (“Axcan Holdings”), an indirect parent company of Axcan Intermediate Holdings Inc. (the “Company”), has entered into a series of agreements with Mpex Pharmaceuticals Inc. (“Mpex”) for the acquisition and development of Aeroquin™, a proprietary aerosol formulation of levofloxacin, which is currently in Phase 3 clinical trials for the treatment of pulmonary infections in patients with cystic fibrosis (CF). Under these agreements, Axcan Holdings has an option to acquire all of Mpex’s assets related to Aeroquin™ in a merger, with continued development of Aeroquin™ by Mpex under the terms of a Development Agreement between the parties. Prior to the merger Mpex will transfer all of its assets that are not related to Aeroquin™ to a newly formed company that will be owned primarily by current Mpex stockholders. The key agreements entered into by the parties on April 11, 2011 include the Option Agreement~~, the Agreement and Plan of~~ ~~Merger and the Development Agreement, a summary of the terms of which appear below.~~

~~Under~~Pursuant ~~the~~to ~~terms of~~ the related Option Agreement ~~dated April 11~~, ~~2011~~which ~~among~~provided ~~Axcan~~ Holdings, ~~Mpex,~~with ~~and Axcan Lone Star Inc., a Delaware corporation and~~ an ~~indirect wholly-owned subsidiary of Axcan Holdings and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Axcan Holdings has an~~ option to terminate the Merger Agreement ~~described below. This option may be exercised during a certain period of time~~, ~~which~~the ~~period~~Mpex insecurityholders noand ~~event~~the ~~will~~Securityholders’ ~~end~~Representative ~~later~~Committee ~~than August 1, 2011. In consideration for the option, Mpex~~are ~~securityholders~~entitled ~~will~~to ~~be paid~~ an aggregate of $42.5 million in ~~four~~non-contingent ~~installments.~~payments ~~The first installment of~~ ($12 ~~million will be paid by April 21, 2011, and the final installment of $13~~.~~5 million will be paid on November~~0 ~~1, 2013. Mpex securityholders will also receive a one-time payment of $2.5~~ million ~~upon the later~~ of ~~(a) administration~~which ofhave been ~~the~~paid ~~last dose~~ to ~~the last patient in the MPEX-207 Phase 3 clinical trial and (b~~date) ~~January 31, 2012~~.

~~Under~~The ~~the~~option ~~terms~~to ofterminate the Merger Agreement ~~and~~expired ~~Plan~~on ~~of Merger dated April~~August 1112, 2011 ~~(the “Merger Agreement”) among Axcan Holdings~~, ~~Merger~~ ~~Sub,~~pursuant Mpex and certain stockholders of Mpex who will serve as representatives of the Mpex securityholders under the Merger Agreement, Merger Sub will merge with and into Mpex, with Mpex surviving (the “Surviving Company”) as an indirect wholly-owned subsidiary of Axcan Holdings and a direct wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the ~~Merger~~ Option Agreement,’s ~~the aggregate merger consideration that the Mpex securityholders will receive, subject to the consummation of the Merger, consists of (i) $17~~terms.~~5 million paid over time, of which $6 million will be paid ninety days after the Merger closing date (subject to certain post-closing adjustments), $1.5 million will be paid on~~ November 13, 2013 and $10 million will be paid on April 1, 2014; (ii) contingent payments of up to $195 million if certain regulatory and commercial milestones are met related to Aeroquin™, and (iii) earn-out payments based on net sales of Aeroquin™. Indemnity obligations of the Mpex securityholders will be satisfied by set-off against a portion of the foregoing merger consideration payments.

UnlessTable terminated pursuant to the Option Agreement described above, the Merger is expected to close during the third quarter of 2011. Contents

~~The further development of Aeroquin™ will be conducted pursuant to the terms of the~~ Development Agreement ~~dated~~ April 11, 2011 among Axcan Holdings, Merger Sub, and Mpex. Upon completion of the divestiture of assets and liabilities unrelated to Aeroquin™ (the “Divestiture”) to a newly formed company (“Spinco”), Spinco will assume all of Mpex’s obligations under the Development Agreement. Under the Development Agreement, Mpex (and after the Divestiture, Spinco) will be paid for its actual development costs of Aeroquin™ and will have primary responsibility for conducting day-to-day development activities. Axcan Holdings and Merger Sub will have input regarding development strategy. Pursuant to the Development Agreement, on April 12, 2011 Mpex was paid $9,196,000 for development expenses incurred by Mpex since November 15, 2010 and $9,448,000 for estimated development costs to be incurred during the first three months of the Development Agreement. All payments under the Development Agreement, Option Agreement and Merger Agreement to Mpex or Mpex securityholders, as applicable, will be made by or on behalf of Merger Sub (or after the consummation of the Merger, the Surviving Company).

~~Equity~~Pursuant ~~Investment~~to inthe ~~Axcan~~related Development Agreement, which provides for Mpex (previously) or Rempex (currently) to have primary responsibility for conducting day-to-day development activities of Aeroquin™ and for Holdings and Merger Sub (or the Surviving Corporation) to have input regarding development strategy of Aeroquin™, Mpex (previously) or Rempex (currently) is entitled to payment for actual development costs of Aeroquin™ ($29.9 million of which have been paid to date).

~~Simultaneous~~The ~~with~~descriptions ~~the execution~~ of the ~~Mpex~~Merger ~~agreements~~Agreement, ~~Axcan~~the ~~Holdings~~Option ~~received~~Agreement and the ~~proceeds~~Development ofAgreement ain this ~~$55~~Current ~~million~~Report ~~equity~~on ~~investment~~Form ~~from~~8-K ~~funds~~are ~~managed~~only bysummaries, ~~Investor~~do ~~Growth~~not ~~Capital~~purport ~~Limited.~~to ~~Axcan~~be ~~Holdings~~complete ~~will~~and ~~contribute~~are qualified in their entirety by reference to the ~~proceeds~~texts of the ~~equity~~Merger ~~investment~~Agreement, tothe itOption ~~subsidiaries~~Agreement inand ~~order~~the ~~fund~~Development aAgreement, ~~portion~~copies of ~~the~~which ~~Mpex~~are ~~transactions~~filed as Exhibits 2.1, 2.2 and 2.3, respectively, to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 and are incorporated by reference herein.

~~SIGNATURE~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofabove in Item 2.01 regarding the ~~Securities~~non-contingent ~~Exchange~~payments ~~Act~~required ofto ~~1934,~~be made ~~the~~pursuant ~~registrant~~to ~~has~~the ~~duly~~Merger ~~caused~~Agreement, ~~this~~the ~~report~~Option toAgreement beand ~~signed~~the onDevelopment ~~its~~Agreement ~~behalf~~is incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly authorized~~Item 2. 03.

	AXCAN INTERMEDIATE HOLDINGS INC.
Date: April 14, 2011
	By:	/s/ Steve Gannon
		Steve Gannon
		Senior Vice President, Finance, Chief Financial Officer and Treasurer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


No.		Description

2.1*		Agreement and Plan of Merger, dated as of April 11, 2011, by and among Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.), Axcan Lone Star Inc., Mpex Pharmaceuticals, Inc. and the Securityholders’ Representative Committee (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011)

2.2*		Option Agreement, dated as of April 11, 2011, by and among Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.), Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011)

2.3*		Development Agreement, dated as of April 11, 2011, by and among Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.), Axcan Lone Star Inc. and Rempex Pharmaceuticals, Inc. (as assignee of Mpex Pharmaceuticals, Inc.) (incorporated by reference to Exhibit 2.3 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011)

2.4		First Amendment to Option Agreement and Agreement and Plan of Merger, dated as of May 26, 2011, by and among Aptalis Holdings Inc., Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.5 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011)


*		Confidential treatment requested as to certain portions. Material has been omitted and separately filed with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	APTALIS PHARMA INC.

Date: September 1, 2011	By:	/s/ Steve Gannon Steve Gannon
		Senior Vice President, Finance,
		Chief Financial Officer and Treasurer

UNITEDTable STATESof Contents

(Registrant’sTable Telephoneof Number, Including Area Code) Contents

UnlessTable terminated pursuant to the Option Agreement described above, the Merger is expected to close during the third quarter of 2011. Contents

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