U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
40-F




(Check
One)




 ̈ Registration statement
pursuant to Section 12 of the Securities Exchange Act of 1934




or




x Annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934




For the
fiscal year ended June 30, 2010




Commission
file number 1-32186




YM
BIOSCIENCES INC.


(Exact
name of registrant as specified in its charter)




Nova
      Scotia, Canada
              (Province
      or other jurisdiction of
              incorporation
      or organization)
            2836
              (Primary
      Standard Industrial
              Classification
      Code Number (if
              applicable))
            Not
      applicable
              (I.R.S.
      Employer
              Identification
      Number (if
              Applicable))





Suite
400, Building 11, 5045 Orbitor Drive, Mississauga, Ontario,
Canada  L4W 4Y4


(905)
629-9761


(Address
and Telephone Number of Registrant’s Principal Executive Offices)




DL
Services Inc., 701 Fifth Avenue, Suite 6100, Seattle, Washington
98104


(206)
903-5448


(Name,
Address (Including Zip Code) and Telephone Number


(Including
Area Code) of Agent For Service in the United States)




Securities
registered or to be registered pursuant to Section 12(b) of the
Act.




Title of each class
                
                Name of each exchange on which
      registeredCommon
      Shares
                
                NYSE
      Amex





Securities
registered or to be registered pursuant to Section 12(g) of the Act.
None




Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.  None




For
annual reports, indicate by check mark the information filed with this
Form:


x
      Annual Information Form
            x
      Audited Annual Financial Statements




Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report:  80,359,623.




Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports); and (2) has been subject to such filing requirements for the past 90
days.




Yes  x                                No   ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (s.232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).




Yes  o                 
               No   ̈




.





FORM
40-F




Principal
Documents




The
following documents, filed as Exhibits 99.1 through 99.3 hereto, are hereby
incorporated by reference into this Annual Report on Form 40-F of YM BioSciences
Inc. (the “Company”):




(a)
            Annual
      Information Form for the fiscal year ended June 30,
  2010;




(b)
            Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      for the fiscal year ended June 30, 2010;
and




(c)
            Consolidated
      Financial Statements for the fiscal year ended June 30, 2010 (Note 18  to the
      Consolidated Financial Statements contains a reconciliation to United
      States generally accepted accounting principles (U.S.
      GAAP)).




1


ADDITIONAL
DISCLOSURE




Certifications
and Disclosure Regarding Controls and Procedures.




(a)
            Certifications.  See
      Exhibits 99.4, 99.5, 99.6 and 99.7  to this Annual Report on
      Form 40-F.




(b)
            Disclosure Controls
      and Procedures.  As of the end of the Company’s fiscal
      year ended June 30, 2010, an evaluation of the effectiveness of the
      Company’s “disclosure controls and procedures” (as such term is defined in
      Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”)) was carried out by the Company’s management
      with the participation of the principal executive officer and principal
      financial officer.  Based upon that evaluation, the Company’s
      principal executive officer and principal financial officer have concluded
      that as of the end of that fiscal year, the Company’s disclosure controls
      and procedures are effective to ensure that information required to be
      disclosed by the Company in reports that it files or submits under the
      Exchange Act is (i) recorded, processed, summarized and reported within
      the time periods specified in Securities and Exchange Commission rules and
      forms and (ii) accumulated and communicated to the Company’s management,
      including its principal executive officer and principal financial officer,
      to allow timely decisions regarding required
  disclosure.





It should
be noted that while the Company’s principal executive officer and principal
financial officer believe that the Company’s disclosure controls and procedures
provide a reasonable level of assurance that they are effective, they do not
expect that the Company’s disclosure controls and procedures or internal control
over financial reporting will prevent all errors and fraud.  A control
system, no matter how well conceived or operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are
met.





(c)
            Management’s Annual
      Report on Internal Control Over Financial
  Reporting.




The
management of YM is responsible for establishing and maintaining adequate
internal control over financial reporting (“ICFR”), as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f).  ICFR includes those
policies and procedures that (i) pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that the Company’s receipts and expenditures are being made only
in accordance with the authorizations of its management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the Company’s financial
statements.  Because of its inherent limitations, ICFR may not prevent
or detect misstatements.




2




The
Company’s management has assessed the effectiveness of  the Company’s
ICFR as of June 30, 2010.  In making its assessment, management used
the Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”).  Based
on this assessment, management has concluded that the Company’s  ICFR
was effective as of June 30, 2010.




This
Annual Report on Form 40-F does not include an attestation report of the
Company’s external auditors, KPMG LLP, regarding the Company’s ICFR.
 Management’s report is not subject to attestation by the Company’s
registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this Annual Report on Form 40-F.




(d)
            Changes in Internal
      Control Over Financial Reporting.  During the fiscal year
      ended June 30, 2010, there were no changes in the Company’s ICFR that have
      materially affected, or are reasonably likely to materially affect, the
      Company’s ICFR.





Notices Pursuant to Regulation
BTR.





None.





Audit
Committee Financial Expert.





The
required disclosure is included under the heading “Directors and Senior
Management–Board of Directors Practices—Audit Committee” in the Company’s Annual
Information Form for the fiscal year ended June 30, 2010, filed as Exhibit 99.1
to this Annual Report on Form 40-F.





Code of Ethics.





On
October 19, 2004, the Company adopted a “code of ethics” (as that term is
defined in Form 40-F) that applies to its principal executive officer, principal
financial officer, principal accounting officer or controller, and persons
performing similar functions (the “Code of Ethics”).  The Code of
Ethics was filed as Exhibit 99.9 to the Company’s Annual Report on Form 40-F for
the fiscal year ended June 30, 2004.  In addition, the Company
undertakes to provide to any person, without charge, upon request, a copy of the
Code of Ethics.  Requests for such copies should be directed, either
orally or in writing, to:  Secretary, Suite 400, Building 11, 5045
Orbitor Drive, Mississauga, Ontario, Canada  L4W 4Y4, phone
number  (905) 629-9761.




Since the
adoption of the Ethics Code, there have not been any amendments to the Ethics
Code or waivers, including implicit waivers, from any provision of the Ethics
Code.




3




Principal
Accountant Fees and Services.




The
required disclosure is included under the heading “Audit Fees” in the Company’s
Annual Information Form for the fiscal year ended June 30, 2010, filed as
Exhibit 99.1 to this Annual Report on Form 40-F.





Pre-Approval
Policies and Procedures.




The
required disclosure is included under the heading “Audit Fees—Pre-Approval
Policies and Procedures” in the Company’s Annual Information Form for the fiscal
year ended June 30, 2010, filed as Exhibit 99.1 to this Annual Report on Form
40-F.





Off-Balance
Sheet Arrangements.




The
Company is party to certain licensing agreements that require the Company to pay
a proportion of any fees that the Company may receive from sublicensees in the
future.  As of June 30, 2010 no amounts were owing and the amount of
future fees thereon, if any, is not determinable.





In
November 2007, the Company entered into a contract for services of a clinical
research organization (“CRO”), relating to a pediatric pontine glioma clinical
trial for nimotuzumab in the United States at a cost of approximately Cdn.$1.557
million, of which approximately $1.337 million had been incurred as at June 30,
2010 and the remaining $220 thousand had not yet been incurred.  The
Company may cancel the contract with 30 days notice and is obligated for
services rendered by the CRO through to the effective date of termination and
for any closeout services furnished by the CRO after the termination of the
agreement.  As at June 30, 2010, the Company continues to open
clinical sites and is in the process of recruiting patients.





In
February 2009, the Company entered into 2 contracts for CRO services relating to
clinical trials for nimotuzumab.  The first pertains to a randomized,
Phase II, double-blind trial in brain metastases at a cost of Cdn.$1.160
million, of which approximately Cdn.$839 thousand had been incurred as at June
30, 2010 and the remaining Cdn.$321 thousand had yet to be
incurred.  The second contract pertains to a randomized, Phase II,
double-blind trial in patients ineligible for radical chemotherapy and costs
approximately Cdn.$1.500 million, of which approximately Cdn.$1.074 million had
been incurred as at June 30, 2010 and the remaining Cdn.$426 thousand had yet to
be incurred.  The Company may cancel either contract with 30 days
notice and is obligated for services rendered by the CRO through the effective
date of termination and for any close-out services furnished by the CRO after
the termination of the agreement.





In
addition to these above contracts, the Company has entered into many additional
contracts for pre-clinical and other studies, none of which individually exceed
Cdn.$1 million, totaling approximately Cdn.$5.239 million, of which Cdn.$2.502
million had been incurred as at June 30, 2010 and the remaining Cdn.$2.737
million had not yet been incurred.  Any early termination penalties
cannot exceed the amount of the contract commitment.


4





Tabular
Disclosure of Contractual Obligations.




Payment
      due by periodMore($
      Canadian)
                    
                    
                    
                    
                    Less
      than
                    
                    
                    1
      to 3
                    
                    
                    3
      to 5
                    
                    
                    than
      5Contractual
      Obligations
                    
                    Total
                    
                    
                    1
      Year
                    
                    
                    Years
                    
                    
                    Years
                    
                    
                    YearsOffice
      Lease – Wayne, Pennsylvania
                    
                    
                    393,353
                    
                    
                    
                    239,761
                    
                    
                    
                    153,592
                    
                    
                    
                    —
                    
                    
                    
                    —Office
      Lease – Mississauga, Ontario
                    
                    
                    201,642
                    
                    
                    
                    76,739
                    
                    
                    
                    129,903
                    
                    
                    
                    —
                    
                    
                    
                    —Office
      Lease – Melbourne, Australia
                    
                    
                    13,909
                    
                    
                    
                    13,909
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —




Identification
of the Audit Committee.




The
registrant has a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act.  The members
of the audit committee are:  Thomas I. A. Allen, Dr. Henry Friesen,
Gilbert Wenzel and Tryon M. Williams.




NYSE
Amex Statement of Governance Differences.




As a
Canadian corporation listed on the NYSE Amex, the Company is not required to
comply with most of the NYSE Amex corporate governance standards, so long as the
Company complies with Canadian corporate governance practices.  In
order to claim such an exemption, however, the Company must disclose the
significant differences between its corporate governance practices and those
required to be followed by U.S. domestic issuers under the NYSE Amex’s corporate
governance standards.  The Company has included a description of such
significant differences in corporate governance practices on its website, which
may be accessed at www.ymbiosciences.com.




5




UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS




A.          
 Undertaking.




The
Company undertakes to make available, in person or by telephone, representatives
to respond to inquiries made by the Securities and Exchange Commission staff,
and to furnish promptly, when requested to do so by the Securities and
ExchangeCommission staff, information relating to:  the securities
registered pursuant to Form 40-F; the securities in relation to which the
obligation to file an annual report on Form 40-F arises; or transactions in said
securities.




B.
            Consent
      to Service of Process.




The
Company has filed a Form F-X in connection with the class of securities in
relation to which the obligation to file this report arises.




Any
change to the name or address of the agent for service of process of the Company
shall be communicated promptly to the Securities and Exchange Commission by an
amendment to the Form F-X referencing the file number of the relevant
registration statement.




SIGNATURES




Pursuant
to the requirements of the Exchange Act, the registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly authorized,
on September 24, 2010.




YM
      BioSciences Inc.By:
                          /s/ Leonard VernonName:Leonard
      VernonTitle:   Vice
      President, Finance and
Administration




6


EXHIBIT
INDEX





Exhibit
              
              Description99.1
              
              Annual
      Information Form for the fiscal year ended June 30,
201099.2
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      for the fiscal year ended June 30, 201099.3
              
              Consolidated
      Financial Statements for the fiscal year ended June 30,
    201099.4
              
              Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the
      Securities Exchange Act of 193499.5
              
              Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the
      Securities Exchange Act of 193499.6
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section
    135099.7
              
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section
    135099.8
              
              Consent
      of KPMG LLP


7