Termination of Registration of a Class of Security Under Section 12(b) (15-12b)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-33514

Transition Therapeutics Inc.

(Exact name of registrant as specified in its charter)

101 College Street, Suite 220

Toronto, Ontario, Canada M5G 1L7

(416) 260-7770

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Common Shares, no par value

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1) S

Rule 12g-4(a)(2) £

Rule 12h-3(b)(1)(i) S

Rule 12h-3(b)(1)(ii) £

Rule 15d-6 £

Approximate number of holders of record as of the certification or notice date: 1

Pursuant to the requirements of the Securities Exchange Act of 1934, Transition Therapeutics Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.