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~~March 281, ~~2011~~2012

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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Aptalis~~On ~~Pharma US~~March 1, ~~Inc. (“Aptalis”)~~2012, ~~a wholly owned subsidiary of~~ Aptalis Pharma, Inc. , ~~has entered into~~ a ~~series~~global ofspecialty ~~agreements~~pharmaceutical ~~with~~company ~~Strakan~~focused ~~International~~on ~~S.À~~gastrointestinal ~~R.L.~~diseases ~~(“Strakan”) for the right to commercialize~~ and ~~market~~cystic ~~Rectiv™~~fibrosis (~~nitroglycerin)~~the ~~Ointment 0.4 %~~“Company”), ~~the~~issued ~~first~~a ~~and~~press ~~only~~release announcing ~~treatment~~that ~~approved by~~ the U.S. Food and Drug Administration ~~for~~(FDA) ~~moderate~~has toapproved ~~severe~~ULTRESATM ~~pain~~and VIOKACETM, ~~associated~~two ~~with~~pancrelipase ~~chronic~~products ~~anal~~for ~~fissures.~~the ~~The~~treatment ~~key~~of ~~agreements~~exocrine ~~entered~~pancreatic ~~into~~insufficiency. byA ~~the~~copy ~~parties~~of onthe ~~December 28,~~press ~~2011~~release ~~include~~is ~~the~~attached ~~Commercialization~~hereto ~~and~~as ~~License~~Exhibit ~~Agreement~~99.1 and ~~the~~is ~~Supply~~incorporated ~~Agreement,~~herein aby ~~summary of the terms of which appear below~~reference.

~~Under~~ULTRESA™ (Pancrelipase) Delayed Release Capsules (formerly called ULTRASE®) is indicated for the ~~terms~~treatment of ~~the~~exocrine ~~Commercialization~~pancreatic ~~and~~insufficiency ~~License~~due ~~Agreement~~to ~~(the~~cystic ~~“License~~fibrosis ~~Agreement”~~(CF) ~~dated~~or other ~~December 28,~~conditions. ~~2011~~VIOKACE™ ~~among Strakan,~~(Pancrelipase) ~~ProStrakan~~Tablets ~~Inc.~~(formerly ~~and~~called ~~Aptalis,~~VIOKASE®) ~~Strakan~~is ~~grants~~indicated tofor ~~Aptalis~~the antreatment of ~~exclusive,~~exocrine ~~royalty-bearing~~pancreatic ~~license~~insufficiency due to ~~market,~~chronic ~~promote~~pancreatitis ~~and~~or ~~sell~~pancreatectomy. ~~Rectiv~~Aptalis’ inoriginal ULTRASE® ~~the~~MT ~~United~~and ~~States~~VIOKASE® offormulations ~~America.~~were ~~Such~~sold ~~license~~for ismore ~~made~~than ~~with~~18 ~~respect~~years toin ~~Strakan’s~~the ~~know-how~~U.S. ~~and~~ under ~~Strakan’s~~ ~~patents~~the company name Axcan Pharma. InAptalis ~~consideration~~ceased ~~for~~distributing ~~such~~the ~~license~~two products on April 28, ~~Strakan~~2010 ~~will~~in the ~~receive~~wake of an ~~upfront~~FDA ~~license~~decision ~~fee~~which mandated that all manufacturers of ~~$20,000,000,~~exocrine ~~payment~~pancreatic ~~upon~~insufficiency ~~the~~drug ~~achievement~~products ofreceive ~~certain~~a ~~commercialization~~new ~~and~~approval ~~sales~~for ~~milestones~~their ~~and~~products ~~royalties~~by onthis ~~sales~~date. ~~The~~Aptalis ~~term~~had ofperformed ~~the~~all ~~License Agreement~~requisite ~~will~~clinical ~~continue~~studies inand ~~effect~~had ~~for~~submitted asa ~~long~~new drug asapplication ~~Aptalis~~before ~~continues~~that todate ~~sell~~and ~~Rectiv,~~no ~~unless~~additional ~~sooner~~studies ~~terminated~~were inrequired ~~accordance~~by ~~with~~ the ~~terms~~FDA ofsince ~~the~~our ~~License~~application ~~Agreement~~was filed.

InAptalis ~~accordance~~looks ~~with~~forward ~~the~~to ~~License~~launching ~~Agreement,~~ULTRESATM ~~the parties have entered into a Supply Agreement (the “Supply Agreement”) dated December 28, 2011 among Strakan~~ and ~~Aptalis. Under the terms of the~~ ~~Supply~~VIOKACETM ~~Agreement, Strakan will supply all of Aptalis’ requirements of Rectiv~~ in ~~order to commercialize Rectiv in~~ the ~~United States, unless Aptalis determines to use a different supplier~~U.S. ~~The Supply Agreement expires upon the expiration or termination of the License Agreement, unless sooner terminated~~ in ~~accordance with~~ the ~~terms~~near ~~of the Supply Agreement~~future.

Forward-Looking Statements

This current report contains forward-looking statements within the meaning of the U.S. federal securities laws, including statements regarding the expectations for the commercialization and marketing of ULTRESA™ and VIOKACE™. Forward-looking statements include those which express plan, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. The words “expects”, “potentially”, “anticipates”, “could”, “calls for” and similar expressions also identify forward-looking statements. These statements are based upon the Company’s current expectations and are subject to risks and uncertainties which could cause actual results and developments to differ materially from those expressed or implied in such statements. Factors that could affect actual results and developments include the results, consequences, effects or timing of any inquiry or investigation by any regulatory authority or any legal or administrative proceedings, the successful preparation and implementation of an effective marketing plan, and any other risks set forth in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case together with all amendments thereto. Investors should evaluate any statement in light of these important factors. Forward-looking statements contained in this current report are made as of this date, and, other than as required by applicable law, the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Actual events could differ materially from those anticipated in the forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release dated March 1, 2012

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.~~	APTALIS PHARMA INC.
Date: January 4, 2012	By:	/s/ Steve Gannon
		(Registrant)
		Name: Steve Gannon
Date: March 2, 2012		By:	/s/ STEVE GANNON
		Title: Senior Vice President, Finance, Chief Financial Officer and Treasurer
		Name:	Steve Gannon
		Title:	Senior Vice President, Finance, Chief Financial Officer and Treasurer

EXHIBIT INDEX


Exhibit 99.1		Press Release dated March 1, 2012

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