SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Aisling Capital II LP (Last) (First) (Middle) 88 SEVENTH AVE 30TH FL (Street) NEW YORK NY 10106 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INTERPHARM HOLDINGS INC [ IPA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/28/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C-1 Convertible Preferred Stock	(2)	12/12/2008		J(5)			10,000	(2)	(2)	Common Stock	4,474,276	$1,000	0	D(1)
Warrant (right to buy)	(3)	12/12/2008		J(5)			1	09/11/2006	09/11/2011	Common Stock	2,281,914	$0	0	D(1)
Warrant (right to buy)	(3)	12/12/2008		J(5)		1		02/12/2008	09/11/2011	Common Stock	2,281,914	(6)	1	D(1)
Series D-1 Convertible Preferred Stock	(5)	12/12/2008		J(5)		10,412		(4)	(4)	Common Stock	10,960,000	(6)	10,412	D(1)
Convertible 12% Note Due 2009	(6)	12/12/2008		J(6)		861,826		(6)	(6)	Common Stock	861,826	(6)	861,826	D(1)
Warrant (right to buy)	(6)	12/12/2008		J(6)		1		02/12/2008	09/11/2013	Common Stock	307,017	$0	2	D(1)

1. Name and Address of Reporting Person* Aisling Capital II LP (Last) (First) (Middle) 88 SEVENTH AVE 30TH FL (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AISLING CAPITAL PARTNERS, LP (Last) (First) (Middle) 888 SEVENTH AVENUE 30TH FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AISLING CAPITAL PARTNERS LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 30TH FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ELMS STEVE (Last) (First) (Middle) 888 SEVENTH AVE 29TH FL (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Purcell Dennis J (Last) (First) (Middle) 888 SEVENTH AVE 29TH FL (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHIFF ANDREW N (Last) (First) (Middle) 888 SEVENTH AVE 29TH FL (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All of the securities reported herein are held for the account of Aisling Capital II, LP ("Aisling"). Aisling Capital Partners, LP, a Delaware limited partnership ("Aisling Partners"), is the general partner of Aisling. Aisling Capital Partners LLC, a Delaware limited liability company ("Aisling Partners GP"), is the general partner of Aisling Partners. Mr. Steve Elms, Mr. Dennis Purcell and Mr. Andrew Schiff are the managing members of Aisling Partners GP.

2. The Series C-1 Convertible Preferred Stock reported was issued to Aisling on September 11, 2006 and consists of 10,000 shares with an initial stated value of $1,000 per share. Shares of the Series C-1 Convertible Preferred Stock were initially convertible at any time, at the holder's option, into shares of common stock of the Issuer (the "Common Stock") at a conversion price of $1.5338. The Series C-1 Convertible Preferred Stock had no expiration date.

3. The two reported transactions involving this warrant relate to an amendment and restatement of the warrant to, among other things, reduce the exercise price from $1.639 per share to $0.95 per share and to remove the "Blocker" provision described in footnote 4 below. The amendment and restatement of the warrant results in the deemed cancellation of the "old" warrant and the acquisition of the "new" warrant. See Footnote 6 below.

4. The Series D-1 Convertible Preferred Stock reported consists of 10,412 shares with an initial stated value of $1,000 per share. Shares of the Series D-1 Convertible Preferred Stock are initially convertible at any time, at the holder's option, into shares of Common Stock at a conversion price of $0.95 per share. The Series D-1 Convertible Preferred Stock has no expiration date. Dividends on the Series D-1 Convertible Preferred Stock are payable quarterly at a rate of 8.25% of the stated value of the Series D-1 Convertible Preferred Stock and are payable, at the Issuer's option, in cash or in the form of an increase in the stated value of the Series D-1 Convertible Preferred Stock. The Series D-1 Convertible Preferred Stock does not contain the "Blocker" provision. See Footnote 6 below.

5. On February 13, 2007, in accordance with the terms of the Consent and Waiver Agreement, dated as of November 14, 2007, the Issuer exchanged all of Aisling's shares of Series C-1 Convertible Preferred Stock for shares of Series D-1 Convertible Preferred Stock. In the exchange, Aisling received 1.04125 shares of Series D-1 Convertible Preferred Stock for each share of Series C-1 Convertible Preferred Stock it held. In addition, simultaneously with the exchange, the Issuer amended and restated the warrant as more fully described in Footnote 3. See also Footnote 5.

6. On February 13, 2007, in accordance with the terms the Securities Purchase Agreement, dated as of November 14, 2007, the Issuer exchanged $861,826 in principal amount of the Issuer's Secured 12% Notes due 2009 held by Aisling for (i) a like principal amount of the Issuer's Secured Convertible 12% Notes due 2009 (the "Convertible Notes") and (ii) a warrant to purchase 307,017 shares of the Issuer's Common Stock. The Convertible Notes are convertible into Common Stock at any time, at the holders option, at a conversion price of $0.95 per share. Interest on the Convertible Note is payable at the Issuer's option, in cash or in the form of an increase the principal amount of the Note. The warrant is immediately exercisable at an exercise price of $0.95 per share.

	/s/ Dennis Purcell	03/03/2008
	/s/ Dennis Purcell	03/03/2008
	/s/ Dennis Purcell	03/03/2008
	/s/ Steve Elms	02/29/2008
	/s/ Dennis Purcell	03/03/2008
	/s/ Andrew Schiff	03/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.