Deutsche Bank Trust Co Americas/ ADR F-6 Registration for ADRs (foreign)

As filed with the Securities and Exchange Commission on November 7, 2011 Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_____________________________

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

_______________

DAIICHI SANKYO COMPANY, LIMITED

(Exact name of issuer of deposited securities as specified in its charter)

_______________

Not Applicable

(Translation of issuer’s name into English)

_______________

Japan

(Jurisdiction of incorporation or organization of issuer)

_________________________________

Deutsche Bank Trust Company Americas

(Exact name of depositary as specified in its charter)

60 Wall Street

New York, New York 10005

United States

Tel: (212) 250-9100

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

______________

DAIICHI SANKYO, INC.

Two Hilton Court

Parsipanny, New Jersey 07054

United States

Tel: (973)359-2600

(Address, including zip code, and telephone number, including area code, of agent for service)

____________________________

Copies to:

  Francis Fitzherbert-Brockholes, Esq.

White & Case LLP

5 Old Broad Street

London EC2N 1DW

United Kingdom

Tel: (44) 20 7532-1400

_____________________________

It is proposed that this filing become effective under Rule 466: o immediately upon filing. o on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box :  o

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CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares, each representing the right to receive one ordinary shares of Daiichi Sankyo Company, Limited	100,000,000 American Depositary Shares	$0.05	$5,000,000	$580.50

1 For the purpose of this table only the term "unit" is defined as one American Depositary Share.

2 Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information	Location in Form of Receipt Filed Herewith as Prospectus
1.Name of depositary and address of its principal executive office	Face of Receipt – introductory paragraph
2.Title of Receipts and identity of deposited securities	Face of Receipt – top center
Terms of Deposit:
(i)  The amount of deposited securities represented by one American Depositary Share (“ADS”)	Face of Receipt – upper right corner
(ii)  The procedure for voting the deposited securities	Reverse of Receipt – Paragraph (15)
(iii)  The procedure for collecting and distributing dividends	Face of Receipt, Paragraphs  (2), (4), (8), (9), Reverse of Receipt – Paragraph (13) and (21)
(iv)  The procedures for transmitting notices, reports and proxy soliciting material	Face of Receipt, Paragraphs  (12) Reverse of Receipt, Paragraphs (14), (15) and (21)
(v)  The sale or exercise of rights	Face of Receipt, Paragraphs (2), (6), (9) Reverse of Receipt, Paragraph (13) and (21)
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Face of Receipt, Paragraphs (3), (4), (6), (8) and (9) Reverse of Receipt, Paragraph (13) and (16)
(vii)  Amendment, extension or termination of the deposit arrangements	Reverse of Receipt, Paragraph (20) and (21)
(viii)  The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts	Face of Receipt, Paragraphs (12)
(ix)  Restrictions upon the right to transfer or withdraw the underlying securities	Face of Receipt, Paragraphs (2), (4), (6) and (8) Reverse of Receipt, Paragraph (22)
(x)  Limitation on the depositary’s liability	Face of Receipt, Paragraph (10) Reverse of Receipt, Paragraph (17) and (18)
3.Fees and charges that a holder of Receipts may have to pay, either directly or indirectly	Face of Receipt, Paragraph (9)

Item 2. AVAILABLE INFORMATION

Required Information	Location in Form of Receipt Filed Herewith as Prospectus
(b)  Periodic reporting requirements and certain reports filed with the Commission	Face of Receipt, Paragraph (12)

Daiichi Sankyo Company, Limited publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Exchange Act on its Internet Web site (http://www.daiichisankyo.com) or through an electronic information delivery system generally available to the public in its primary trading market. Should the Company become subject to the periodic reporting or other informational requirements under the Exchange Act, it will be required in accordance therewith to file reports and other information with the Commission.  

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”).  — Filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.

(d) Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).

(e) Certificate under Rule 466. — Not applicable.

(f) Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 7, 2011.

Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares of Daiichi Sankyo Company, Limited. Deutsche Bank Trust Company Americas, as Depositary
By:	/s/ Laura Bonner
	Name:  Title:	Laura Bonner Vice President
By:	/s/ James Kelly
	Name:  Title:	James Kelly Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, Daiichi Sankyo Company, Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan, on November 7, 2011.

Daiichi Sankyo Company, Limited
By:	/s/ Joji Nakayama
	Name:  Title:	Joji Nakayama Representative Director, President and CEO

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Joji Nakayama and his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact and agent, or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-6 has been signed by the following persons in the following capacities on November 7, 2011.

Signature	Title
/s/ Takashi Shoda	Representative Director, Chairman
Name: Takashi Shoda
/s/ Joji Nakayama	Representative Director, President and CEO
Name: Joji Nakayama
/s/ Tsutomu Une	Director, Senior Executive Officer
Name: Tsutomu Une
/s/ Takeshi Ogita	Director, Senior Executive Officer
Name: Takeshi Ogita
/s/ Kazunori Hirokawa	Director, Senior Executive Officer
Name: Kazunori Hirokawa
/s/ Yuki Sato	Director, Senior Executive Officer
Name: Yuki Sato

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Daiichi Sankyo Company, Limited, has signed this registration statement or amendment thereto in New Jersey,on November 7, 2011.

Daiichi Sankyo, Inc.
By:	/s/ Thomas Gorga
	Name:  Title:	Thomas Gorga Vice President, Finance

Index to Exhibits

Exhibit	Document
(a)	Form of Deposit Agreement
(d)	Opinion of White & Case LLP, counsel to the Depositary