UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2028, 2011

APTALIS PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware		333-153896		74-3249870
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

22 Inverness Center Parkway

Suite 310

Birmingham, AL 35242

(Address of principal executive offices) (Zip Code)

(Zip Code)

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

Check 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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~The~~Aptalis ~~information~~Pharma ~~set~~US, ~~forth~~Inc. ~~and/or~~(“Aptalis”), ~~incorporated~~a bywholly ~~reference~~owned insubsidiary ~~the~~of ~~Current~~Aptalis ~~Report~~Pharma onInc., ~~Form~~has ~~8-K~~entered ~~filed~~into bya ~~Aptalis~~series ~~Pharma~~of ~~Inc~~agreements with Strakan International S.À ~~(the~~R.L. (“~~Registrant~~Strakan”) for onthe ~~October~~right to commercialize and market Rectiv™ (nitroglycerin) Ointment 0.4 27%, ~~2011~~the isfirst ~~incorporated~~and only treatment approved by the U.S. Food and Drug Administration for moderate to severe pain associated with chronic anal fissures. The key ~~reference~~agreements entered into by the parties on December 28, 2011 include the Commercialization and License Agreement and the Supply Agreement, a summary of the terms of which appear below.

~~(a)~~Under Asthe terms of the Commercialization and License Agreement (the “License Agreement”) dated December 2028, 2011 among Strakan, ~~the~~ProStrakan ~~Registrant~~Inc. ~~has~~and ~~dismissed~~Aptalis, ~~Raymond~~Strakan ~~Chabot~~grants ~~Grant~~to ~~Thornton~~Aptalis ~~LLP~~an asexclusive, royalty-bearing license to market, promote and sell Rectiv in the ~~Registrant~~United States of America. Such license is made with respect to Strakan’s know-how and under ~~independent~~Strakan’s ~~registered~~patents. ~~public~~In ~~accounting~~consideration ~~firm~~for such license, Strakan will receive an upfront license fee of $20,000,000, payment upon the achievement of certain commercialization and sales milestones and royalties on sales. The term of the License Agreement will continue in effect for as long as Aptalis continues to sell Rectiv, unless sooner terminated in accordance with the terms of the License Agreement.

~~The~~In ~~reports~~accordance ofwith ~~Raymond~~the ~~Chabot~~License ~~Grant~~Agreement, ~~Thornton~~the ~~LLP~~parties onhave ~~the~~entered ~~financial~~into ~~statements of~~a ~~the~~Supply ~~Registrant~~Agreement ~~for~~ (the ~~fiscal~~“Supply ~~years~~Agreement”) ~~ended~~dated ~~September~~December 3028, ~~2010 and September 30,~~ 2011 ~~contained~~among noStrakan ~~adverse opinion or disclaimer of opinion~~ and ~~were~~Aptalis. ~~not~~Under ~~qualified~~the orterms ~~modified~~of ~~as to uncertainty, audit scope or accounting principle.~~the ~~Furthermore,~~Supply ~~between October 28~~Agreement, ~~2011~~Strakan ~~through~~will ~~December 20,~~supply ~~2011,~~all ~~there~~of ~~have~~Aptalis’ ~~been~~requirements ~~no disagreements with Raymond Chabot Grant Thornton LLP on any matter~~ of ~~accounting~~Rectiv ~~principles~~in ororder ~~practices,~~to ~~financial~~commercialize ~~statement~~Rectiv ~~disclosure,~~in orthe ~~auditing~~United ~~scope or procedure~~States, ~~which~~unless ~~disagreements~~Aptalis ifdetermines ~~not resolved~~ to ~~the~~use ~~satisfaction~~a ofdifferent ~~Raymond~~supplier. ~~Chabot~~The ~~Grant~~Supply ~~Thornton~~Agreement ~~LLP~~expires ~~would~~upon ~~have~~the ~~caused~~expiration ~~Raymond~~or termination ~~Chabot~~of ~~Grant Thornton LLP to make reference to~~ the ~~subject~~License ~~matter~~Agreement, ofunless ~~the~~sooner ~~disagreements~~terminated in ~~its~~accordance ~~report~~with on the ~~financial~~ ~~statements~~terms of the ~~Registrant~~Supply ~~for the fiscal year ended September 30, 2011~~Agreement. ~~From October 28, 2011 through December 20, 2011, there have been no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.~~

The Registrant has provided a copy of the foregoing disclosure to Raymond Chabot Grant Thornton LLP and requested that it promptly furnish the Registrant with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether it agrees with the foregoing disclosure and, if not, stating the aspects in which it does not agree. A copy of such letter, dated December 21, 2011, is filed as Exhibit 16.1 to this Form 8-K.

(b) As of December 20, 2011, the Registrant has engaged PricewaterhouseCoopers LLP (“PWC”) as the Registrant’s new independent registered public accounting firm for the fiscal year ending September 30, 2012.

The Registrant’s intent to engage PWC as its new independent registered public accounting firm was previously reported in a Current Report on Form 8-K filed by the Registrant on October 27, 2011. Since that filing, the Registrant has not consulted with PWC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements; or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) The exhibits incorporated herein by reference or filed as part of this report are set forth in the attached Exhibit Index.

ExhibitNo.		Description
16.1		Letter dated December 21, 2011 from Raymond Chabot Grant Thornton LLP to the U.S. 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.
	(Registrant)
Date: January 4, 2012	By:	/s/ Steve Gannon
Date: December 21, 2011	By:	/s/ Steve Gannon
		Name: Steve Gannon
	Name:	Steve Gannon
		Title: Senior Vice President, Finance, Chief Financial Officer and Treasurer
	Title:	Senior Vice President, Finance, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit 16.1 Letter dated December 21, 2011 from Raymond Chabot Grant Thornton LLP to the U.S. Securities and Exchange Commission

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