UNITED STATES




SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549




FORM
20-F/A




 ̈
            Registration
      Statement Pursuant to Section 12(b) or 12(g) of the Securities Exchange
      Act of 1934




OR




x
            Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the fiscal year ended June 30,
2009




OR




 ̈
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934




OR




 ̈
            Shell
      Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934




Commission
file number 1-32186




YM
BIOSCIENCES INC.


(Exact
Name of Registrant as Specified in its Charter)




Not
Applicable


(Translation
of Registrant’s Name into English)




Nova
Scotia, Canada


(Jurisdiction
of Incorporation or Organization)




Suite
400, Building 11


5045
Orbiter Drive


Mississauga,
Ontario L4W 4Y4


Canada


(Address
of Principal Executive Offices)




David
G.P. Allan, Telephone (905) 629-9761, Facsimile (905) 629-4959


5045 Orbitor Drive, Building 11,
Suite 400,


Mississauga,
Ontario, L4W 4Y4


Canada


(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact
Person)







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, No Par Value
            
            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




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:
55,835,356 Common Shares(excluding 2,380,953
that are held in escrow to be released contingent upon the completion of certain
milestones), no par value, as of June 30, 2009.




Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act




Yes            ̈                      No           x




If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.




Yes            ̈                      No           x




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Exchange
Act.




Large
accelerated filer  ̈             
Accelerated filer x                 Non-accelerated
filer  ̈




Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:




US
      GAAP  ̈
            International
      Financial Reporting Standards as issued   ̈
            Other
      xby
      the International Accounting Standards Board




If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.




Item
17      ̈                      Item
18   x




If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).




Yes            ̈                      No           x





EXPLANATORY
NOTE




This
Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended
June 30, 2009 that was initially filed on September 25, 2009 (the “Form 20-F”),
is being filed to amend and restate a risk factor under “Item 3D: Key
Information -Risk Factors”, to expand disclosure about certain of our agreements
under “Item 4: Information of the Company”, to re-file certain agreements filed
as Exhibits 4.4, 4.7, 4.11, 4.19, 4.20 and 4.21 to the Form 20-F, and to file
additional material agreements as Exhibits 4.22, 4.23, 4.24, 4.25, 4.26, 4.27
and 4.28.  No other sections of the Form 20-F, as previously filed,
have been amended, revised, or updated. In addition, pursuant to
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(“SOX”), and the certifications pursuant to Section 906 of SOX, filed as
exhibits to the Form 20-F, have been re-executed as of the date of, and are
re-filed as part of, this Amendment No. 1 as Exhibits 12.1, 12.2, 13.1
and 13.2. No other changes have been made to the Form 20-F. The filing of
this Amendment No. 1 shall not be deemed an admission that the Form 20-F,
when filed, included any known untrue statement of material fact or knowingly
omitted to state a material fact necessary to make a statement
not misleading.






This
Amendment is incorporated by reference into the Company’s Registration Statement
on Form  S-8 (File No. 333-134410 ) and (ii) as an exhibit to the Company’s
Registration Statement on Form F-10 (File No. 333-161786).




BASIS
OF PRESENTATION




General




Except
where the context otherwise requires, all references in this Amendment No. 1 to
the Form 20-F to the “Company”, “YM”, “we”, “us”, “our” or similar words or
phrases are to YM BioSciences Inc. and its subsidiaries, taken
together.  In this Amendment No. 1, references to “US$” are to US
dollars and references to “C$” or “$” are to Canadian dollars. Unless otherwise
indicated, the statistical and financial data contained in this Amendment No. 1
are presented as of June 30, 2009.




FORWARD-LOOKING
STATEMENTS




The Form
20-F, as amended by this Amendment No. 1, contains “forward-looking statements”
within the meaning of the United States federal securities laws.  The
words “may,” “believe,” “will,” “anticipate,” “expect,” “estimate,” “project,”
“future,” and other expressions that are predictions of or indicate future
events and trends and that do not relate to historical matters identify
forward-looking statements.  The forward-looking statements in the
Form 20-F, as amended hereby, include, among others, statements with respect
to:




·
            our
      expected expenditure and accumulated deficit
  levels;




·
            our
      intentions with respect to acquiring or investing in production
      facilities;




·
            production
      quantities;




·
            our
      ability to obtain sufficient supplies of our
  products;




·
            our
      ability to identify licensable products or research suitable for licensing
      and commercialization;




·
            the
      locations of our clinical trials;




·
            our
      intention to license products from multiple
  jurisdictions;




·
            our
      ability to obtain necessary funding on favorable terms or at
      all;




·
            our
      potential sources of funding;




- 1
-




·
            our
      business strategy;




·
            our
      drug development plans;




·
            our
      ability to obtain licenses on commercially reasonable
    terms;




·
            the
      effect of third party patents on our commercial
  activities;




·
            our
      intentions with respect to developing manufacturing, marketing or
      distribution programs;




·
            our
      expectations with respect to the views toward our products held by
      potential partners;




·
            our
      plans for generating revenue;




·
            our
      plans for increasing expenditures for the development of certain
      products;




·
            our
      strategy for protecting our intellectual
  property;




·
            the
      sufficiency of our financial resources to support our activities and our
      prospective pivotal trials; and




·
            our
      plans to for future clinical trials and for seeking clinical
      clearance.




Reliance
should not be placed on forward-looking statements, as they involve known and
unknown risks, uncertainties and other factors that may cause the actual results
to differ materially from the anticipated future results expressed or implied by
such forward-looking statements.  Factors that could cause actual
results to differ materially from those set forward in the forward-looking
statements include, but are not limited to:




·
            our
      ability to obtain, on satisfactory terms or at all, the capital required
      for research, operations and
marketing;




·
            general
      economic, business and market
conditions;




·
            our
      ability to successfully and timely complete clinical
    studies;




·
            product
      development delays and other uncertainties related to new product
      development;




·
            our
      ability to attract and retain business partners and key
      personnel;




·
            the
      risk of our inability to profitably commercialize our
      products;




·
            the
      extent of any future losses;




·
            the
      risk of our inability to establish or manage manufacturing, development or
      marketing collaborations;




·
            the
      risk of delay of, or failure to obtain, necessary regulatory approvals
      and, ultimately, product launches;




·
            dependence
      on third parties for successful commercialization of our
      products;




·
            inability
      to obtain quantities of development product in sufficient quantity or at
      standards acceptable to health regulatory authorities to complete clinical
      trials or to meet commercial
demand;




·
            the
      risk of the termination or conversion to non-exclusive licenses or our
      inability to enforce our rights under our
  licenses;




·
            our
      ability to obtain patent protection and protect our intellectual property
      rights;




·
            commercialization
      limitations imposed by intellectual property rights owned or controlled by
      third parties




- 2
-




·
            uncertainty
      related to intellectual property liability rights and liability claims
      asserted against us;




·
            the
      uncertainty of recovery of advances to
  subsidiaries;




·
            the
      impact of competitive products and
pricing;




·
            future
      levels of government funding; and




·
            additional
      risks and uncertainties, many of which are beyond our control, referred to
      elsewhere in the Form 20-F, this Amendment No. 1 and in our other SEC
      filings.




Except as
required by law, we undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.  However, any further disclosures made on related
subjects in subsequent reports on Forms 20-F, 40-F or 6-K should be
consulted.


- 3
-


PART
I




Item
3: Key Information




D:
Risk Factors




Item 3D
of the Form 20-F is hereby amended and supplemented by replacing the risk factor
entitled “We are dependent on licenses from third parties and the maintenance of
licenses is necessary for our success.” with the following:




We
are dependent on licenses from third parties and the maintenance of licenses is
necessary for our success.




We have
obtained our rights to the licensed products under license agreements from
various third party licensors as follows:




(a)
            License
      Agreement between CIMAB and us dated May 3, 1995 as amended with respect
      to nimotuzumab; and




(b)
              TGFα
      vaccine and HER-1 vaccine dated January 24, 2001;
  and




(c)
            License
      Agreement between our Company, the University of Manitoba and The Manitoba
      Cancer Treatment and Research Foundation, carrying on its undertaking as
      CancerCare Manitoba, dated November 2, 2000 with respect to
      tesmilifene.




As we own
AeroLEF, there are no license terms.




We depend
upon the license rights to the licensed products for commercialization of the
licensed products. While we believe we are in compliance with our obligations
under the licenses, certain licenses may be terminated or converted to
non-exclusive licenses by the licensors if there is a breach of the terms of the
licenses. There can be no assurance that the licenses are enforceable or will
not be terminated or converted. The termination or conversion of the licenses or
our inability to enforce our rights under the licenses would have a material
adverse effect on our business as we would not have the rights to the products
that we are developing. To the extent that management considers a particular
license to be material to our undertaking, we have entered into a signed license
agreement for that license. Terms of certain remaining licenses are to be
determined at a later date. The in-license agreements to which we are currently
a party require us to maintain and defend the patent rights that we in-license
against third parties.




Although
our current licenses are governed by the laws of Ontario, the enforcement of
certain of them may necessitate pursuing legal proceedings and obtaining orders
in other jurisdictions, including the US and the Republic of Cuba. There can be
no assurance that a court judgment or order obtained in one jurisdiction will be
enforceable in another. In international venture undertakings it is standard
practice to attorn to a neutral jurisdiction to seek remedy for unresolved
commercial disputes. These arrangements are usually negotiated as part of the
original business agreement. In the case of the license agreements with us, the
parties have agreed that the law governing the agreements is Ontario law and the
parties will attorn to the courts of Ontario or the Federal court of Canada to
resolve any dispute regarding the agreements.




One of
our products in clinical development is licensed from Cuba. The commercial and
legal environment in Cuba is in a formative stage and may be subject to
political risk. It is possible that we may not be able to enforce our legal
rights in Cuba or against Cuban entities to the same extent that we would be
able to do in a country with a more established commercial and legal system.
Termination of our license arrangements or difficulties in enforcement of such
arrangements could have a material adverse effect on our ability to continue
development of our licensed products from that country.




- 4
-




We have a
number of license agreements with CIMAB. CIMAB is a corporation owned by an
institution of the Government of Cuba that purportedly operates at arms-length
from the state bureaucracy with regard to its business, scientific and
administrative decision-making. CIMAB is reportedly akin to a “crown
corporation” in Canada. CIMAB’s management is purportedly both autonomous and
responsible for the success of its business decisions. Despite the fact that
CIMAB’s management is purportedly both autonomous and responsible for business
decisions and that the license agreements with us declare Ontario law as the
governing law, because of the fact that CIMAB is ultimately a state-owned entity
we will not necessarily be able to enforce compliance by CIMAB with any judgment
if CIMAB or the Government of Cuba refuses to comply.




We are
the exclusive licensee of US, European and other patents related to nimotuzumab
owned by CIMAB. In connection with a default judgment obtained from a U.S.
federal court in Miami, Florida by an individual claimant against the Republic
of Cuba, the Cuban government and a number of other parties, including CIMAB,
the claimant has recorded a lien against the US patents that are licensed by us
from CIMAB. These are patents US 5,891,996 and 6,506,883, each of which expires
in November 2015. The claimant also has commenced an action to enforce that
default judgment. If the claimant succeeds in its action to enforce the
judgment, ownership of the licensed US patents could be transferred from CIMAB
to the claimant or sold to a third party. Based on the advice of our counsel, we
believe that any transfer of the US patents will be subject to our existing
license from CIMAB and that any such transfer should have no bearing on our
rights under the license agreement. However, there can be no assurance that any
subsequent owner of the US patents will fully cooperate with us in connection
with our efforts to continue the development of nimotuzumab in the United
States, will not attempt to invalidate our license agreement, or will not
attempt to take any other action that could potentially impact our license to
the US patents.





Item
4:  Information on the Company




Item 4 of
the Form 20-F is hereby amended and supplemented by adding the following
disclosure:




Clinical
Research Services Agreement between YM BioSciences Inc. and Pharm-Olam
International Ltd. effective December 10, 2004




On
December 10, 2004, we entered into a Clinical Research Services Agreement with
Pharm-Olam International Ltd. Under the terms of the agreement, Pharm-Olam was
engaged to assist us in planning, implementing, and managing a clinical trial on
the drug, device or biologic described in a study entitled “A Pharmacokinetic
Interaction and Safety and EfficacyPhase II, Open label Study Evaluating
Docetaxel plus Tesmilifene (YMB1002) in Patients with Metastatic Breast Cancer
Suitable for Treatment with Docetaxel”.




The
clinical trial was conducted in Serbia at two sites on 33 patients at a final
cost of US$448,378, which cost has all been paid.  This agreement was
in effect until the services were completed in 2005.




Master
Services Agreement between YM BioSciences USA Inc. and AAI Pharma Inc. effective
August 24, 2007




On August
24, 2007, YM BioSciences USA Inc. and AAIPharma Inc. entered into a master
services agreementsetting forth the
general terms, conditions and procedures applicable to the services to be
provided by AAIPharma to YM USA relating to the implementation, management and
monitoring of clinical trials for Nimotuzumab. The specific clinical trial
services are to be set out in detailed work orders under the master services
agreement. The work orders set out the scope of the services to be performed by
AAIPharma and the payment terms for such services.




The
master services agreement will remain in effect until such time as the services
have been completed for each corresponding work order, or until it is otherwise
terminated as follows: (1) by YM USA upon providing 30 days’ written notice to
AAIPharma, (2) by mutual written agreement, or (3) by either party giving the
other party 30 days’ written notice of termination for cause.




Clinical
Research Services Agreement between YM BioSciences Inc. and AAI Pharma Inc.
dated as of November 9, 2007




On
November 9, 2007, YM USA and AAIPharma Inc. executed Work Order #1 under the
terms and conditions of the master services agreement entered into by YM USA and
AAIPharma on August 24, 2007 (described above). Pursuant to the work order,
AAIPharma agreed to provide YM USA project management, clinical monitoring,
medical monitoring, data management, biostatistics, pharmacovigilance, medical
writing and clinical trial material distribution in relation to the study
entitled “Phase II Study of Safety and Efficacy of Nimotuzumab (TheraCIM®) in
Pediatric Patients with Recurrent Diffuse Intrinsic Pontine Glioma”. The study
is being conducted in 13 investigative sites on 44 patients over a period of 29
months. The total contract amount of services, expenses and pass-through costs
is US$1,347,907.01. To date US$1,270,346.70 has been paid. Termination is
governed by the terms of the master services agreement described
above.




- 5
-




Master
Services Agreement between YM BioSciences Inc. and Allphase Clinical Research
Services Inc. effective May 16, 2007




On May
16, 2007, YM and Allphase Clinical Research
Services Inc.entered into a master services agreementsetting forth the
general terms, conditions and procedures applicable to the services to be
provided by Allphase to YM relating to the implementation, management and
monitoring of clinical trials for Nimotuzumab. The specific clinical trial
services are to be set out in detailed work orders under the master services
agreement. The work orders set out the scope of the services to be performed by
Allphase and the payment terms for such services.




The
master services agreement will remain in effect until such time as the services
have been completed for each corresponding work order, or until it is otherwise
terminated as follows: (1) by YM upon providing 30 days’ written notice to
Allphase, (2) by mutual written agreement, or (3) by either party giving the
other party 30 days’ written notice of termination for cause.




Clinical
Research Services Agreement between YM BioSciences Inc. and Allphase Clinical
Research Services Inc. dated as of May 16, 2007




On May
16, 2007, we engaged Allphase Clinical Research Inc. to conduct a clinical trial
entitled “A Phase II Open-Label, 2-Cohort Study of Nimotuzumab 400 mg Weekly
plus Irinotecan (Cohort 1) and Nimotuzumab 400 mg Every 2 Weeks plus Irinotecan
(Cohort 2) in Patients with Irinotecan-Refractory Metastatic Colorectal Cancer”.
The primary purpose of the trial was to assess the objective response rate
resulting from treatment with the combination of Irinotecan and Nimotuzumab in
patients with Irinotecan-refractory metastatic colorectal cancer.




The
clinical trial was conducted in Canada on 61 subjects for a study period of 55
weeks, which included follow-up of up to 12 months as described in the protocol.
The trial was substantially completed in the fourth quarter of fiscal 2009 (with
insubstantial outstanding work remaining to be completed). The cost of the
project was CDN$1,890,572.




Clinical
Research Services Agreement between YM BioSciences Inc. and Allphase Clinical
Research Services Inc. effective as of January 5, 2009 regarding non-small lung
cancer study




Effective January 5, 2009,
YM and Allphase Clinical Research Services Inc. executed a work orderunder the terms and conditions of the master services agreement entered
into by YM and Allphase on May 17, 2007 (described above). Pursuant to the work
order, Allphaseagreed to provide YM project management, clinical monitoring, operational
support, quality assurance, certain services of affiliates, and web portal
document posting in relation to a Phase I-II clinical
study of Nimotuzumabin combination with
external radiotherapy in stage IIb, III, IV non-small cell lung cancer.The study has
an estimated cost of US$1,962,332.25 plus estimated pass through costs of
US$352,341 to be paid monthly. We paid a deposit of 15% (CDN$241,500) upon
entering into the agreement.Under the work order, we will own
all documentation, records, raw data, samples and results generated by Allphase
in the performance of each project under the agreement and all clinical trial
and test materials. Termination is governed by the terms of the master services
agreement described above.





Clinical
Research Services Agreement between YM BioSciences Inc. and Allphase Clinical
Research Services Inc. effective as of January 5, 2009 regarding Brain
Mets




Effective January 5, 2009,
YM and Allphase executed a work orderunder the terms and conditions of
the master services agreement entered into by YM and Allphase on May 17, 2007
(described above). Pursuant to the work order, Allphaseagreed to
provide YM project management, clinical monitoring, operational support, quality
assurance, certain services of affiliates, and web portal document posting in
relation to a
randomized Phase II double-blind clinical study of Nimotuzumab plus whole brain
radiation therapy in patients with brain metastases. The study has an estimated
cost of US$1,555,684 plus estimated pass through costs of US$286,914 to be paid
monthly.  We paid a deposit of 15% (CDN$190,316) upon entering into
the agreement.Under the work order, we will own all
documentation, records, raw data, samples and results generated by Allphase in
the performance of each project under the agreement and all clinical trial and
test materials. Termination is governed by the terms of the master services
agreement described above.




- 6
-




Licensing
Arrangements




Amended
and Restated Development and License Agreement among CIMYM Inc., CIMAB SA and
Oncoscience AG, dated August 15, 2007




On August
15, 2007, CIMYM, CIMAB and Oncoscience AG entered into an Amended and Restated
Development and Licence Agreement Relating to TheraCIM h-R3.  Under
this Oncoscience license agreement, CIMYM exclusively licensed to Oncoscience
the patent rights and related know-how for Nimotuzumab for the treatment of
cancer in humans, for development, use and sale in specified parts of
Europe.  Patents and know-how arising during the term of the agreement
are deemed to be jointly owned by CIM and Oncoscience with certain exceptions.
For the term of the agreement, CIMAB has agreed to grant to Oncoscience, and
Oncoscience has reciprocally agreed to grant to CIMAB, an exclusive, fully
paid-up and royalty-free license to any arising intellectual property, in order
to sub-license, research, develop, make, import, use, sell or otherwise deal in
any products containing Nimotuzumab in specified parts of Europe.




The
Oncoscience license agreement provides that Oncoscience is responsible for the
development and commercialization of Nimotuzumab for the treatment of cancer in
humans in its specified European territory, in accordance with a written
research and development plan prepared by a joint development team, and for all
costs in connection therewith.  The development and commercialization
of Nimotuzumab is overseen by a joint development team made up of
representatives of each of CIMYM and Oncoscience.




The
Oncoscience license agreement requires Oncoscience to purchase 100% of its
clinical development and commercial supplies of Nimotuzumab from (or through, in
the case of commercial supplies) CIMAB, at specified supply prices depending on
the particular use, and in the case of commercial supplies, at a specified
supply price until the payment cap referred to below is reached, and at another
supply price above that payment cap. In the event that CIMAB is unable to
manufacture Nimotuzumab to the specifications required by relevant regulatory
authorities, Oncoscience has the right to have Nimotuzumab manufactured by a
third-party manufacturer for its clinical and commercial requirements. In the
event that CIMAB is unwilling or unable to supply Oncoscience with its required
quantity of Nimotuzumab for one or more calendar quarters in any two-year
period, Oncoscience has the right to have Nimotuzumab manufactured by a
third-party manufacturer for its clinical and commercial requirements, but must
purchase at least 50% of its required quantity from CIMAB for as long as it is
willing and able to do so.




In
consideration for the license, Oncoscience is required to pay to CIMYM a certain
percentage of specified milestone receipts and specified royalties depending on
whether the sales are made to third parties (which royalty is a specified
percentage of net sales and an amount per gram of product sold) or sub-licensees
(which royalty is a specified percentage of net sales) until a payment cap is
reached. After the payment cap is reached, Oncoscience is required to pay to
CIMYM a certain percentage of specified milestone receipts and specified
royalties depending on whether the sales are made to third parties (which
royalty rates are graduated in accordance with gross sales amounts) or
sub-licensees (which royalty is a specified percentage of net
sales).




The term
of the Oncoscience licence commenced on September 14, 2007 and will continue
until the later of expiry or revocation of the relevant patents in a particular
European country, expiry of orphan drug status for Nimotuzumab in a particular
European country, and the tenth anniversary of the date of first commercial sale
of Nimotuzumab in each country (or the European Union, if a particular country
is part of the European Union). Oncoscience may terminate the agreement at any
time on 90 days’ written notice to CIMYM. Either CIMYM or Oncoscience may
terminate the agreement upon written notice after a material breach by the other
party that is not remedied after 90 days, upon the insolvency, bankruptcy or
winding up of the other party, or if the first specified regulatory approvals
for marketing Nimotuzumab for the treatment of cancer in humans in the specified
regions of Europe have not been obtained within five years from the commencement
of the license. CIMYM may terminate the agreement at any time if Oncoscience
challenges the applicable patents.




- 7
-




Shareholders’
Agreement between YM BioSciences Inc. (formerly known as York Medical Inc.),
CIMYM Inc. and CIMAB S.A , dated November 14, 1995




On
November 14, 1995, we entered into a shareholders’ agreement with CIMYM Inc.,
which is 80% owned by our company and 20% owned by CIMAB S.A.  The
agreement provides that there will be five directors of CIMYM, three of
whom shall be nominated by us and two of whom shall be nominated by CIMAB. The
agreement also provides that a quorum is one director nominated by each of CIMAB
and YM, and that no shares of CIMYM may be sold or transferred by either party
to a third party without the written consent of the other party.  Each
of our company and CIMAB have pre-emptive rights, so no shares may be issued
without first offering our company and CIMAB the opportunity to purchase shares
in proportion to our respective ownership in CIMYM, and no shares may be issued
to third parties without the consent of each of our company and
CIMAB.  Under the agreement, CIMYM must operate solely through our
company for the commercialization of its products.  CIMYM may not
enter into certain types of material contracts without the approval of 80% of
its directors.




Amended
and Restated Development and License Agreement between CIMYM, Inc., CIMAB S.A.
and Kuhnil Pharmaceuticals Co., Ltd. dated as of August 30, 2005




On August
30, 2005 CIMYM, CIMAB and Kuhnil Pharmaceuticals Co., Ltd. entered into an
Amended and Restated Development and License Agreement relating to TheraCIM h-R3
(Nimotuzumab).  Under the Kuhnil license agreement, CIMYM exclusively
sub-licensed to Kuhnil the patent rights and related know-how for Nimotuzumab
for the treatment of cancer in humans, for development, use and sale in South
Korea.  Patents and know-how arising during the term of the agreement
are owned by the generating party. For the term of the agreement, CIMAB has
agreed to grant to Kuhnil, and Kuhnil has reciprocally agreed to grant to CIMYM
and CIMAB, an exclusive, fully-paid and royalty-free license to any arising
intellectual property, in order to research, develop, make, have made, import,
use, sell or otherwise deal in any products containing Nimotuzumab in South
Korea.




The
Kuhnil license agreement provides that Kuhnil is responsible for the development
and commercialization of Nimotuzumab in South Korea, in accordance with a
written research and development plan prepared by Kuhnil, and for all costs in
connection therewith.  The development and commercialization of
Nimotuzumab is overseen by a joint development team made up of representatives
of each of CIMYM and Kuhnil.




The
Kuhnil license agreement requires Kuhnil to purchase 100% of its supplies of
Nimotuzumab for non-clinical and clinical studies and trials and 100% of its
commercial supplies of Nimotuzumab from CIMAB, at specified supply prices
depending on the particular use.  Nimotuzumab supplied to Kuhnil by
CIMAB will be subject to a supply agreement between the parties which will
contain forecast procedures, permitted variances from forecasted amounts, order
and delivery times, quality control  and quality assurance procedures,
audits, yield ratios, maintenance of inventory, procedures and remedies for
rejection of non-conforming product, record retention, compliance with laws, and
other customary provisions.




In
consideration for the exclusive license granted by CIMYM, Kuhnil paid an initial
payment of US$400,000. In addition, Kuhnil is required to make a series of
milestone payments upon the occurrence of certain events relating to the
initiation, filing and approval in South Korea of specified new drug
applications.  Kuhnil shall also pay a royalty of 40% of
the gross sales of Nimotuzumab.




Under the
Kuhnil license agreement, CIMYM is responsible, at their cost and expense, for
seeking to obtain valid patents pursuant to each of the licensed patent rights
in South Korea, and must pay all prosecution, maintenance, and renewal fees in
respect of the licensed patent rights as and when due.  If CIMYM
abandons any licensed patent rights for the treatment of cancer in humans in
South Korea, it shall give three months written notice to Kuhnil.




The term
of the Kuhnil license agreement will continue until the fifteenth anniversary of
the date of first commercial sale of Nimotuzumab in South Korea, or the date
when all of the licensed patent rights have expired in accordance with the
license agreement, whichever is later. Either of CIMYM or Kuhnil may terminate
the agreement upon written notice after a material breach by the other party
that is not remedied in 30 days, or upon the insolvency, bankruptcy or winding
up of the other party. CIMYM or Kuhnil could terminate the agreement upon
written notice if regulatory approval for marketing Nimotuzumab is not obtained
within three years of the date of the license agreement. Kuhnil may terminate
the agreement on 180 days’ prior written notice at any time. CIMYM may terminate
the agreement by written notice if Kuhnil commences legal
proceedings  that challenge the validity of the patents.




- 8
-




Development
and License Agreement Relating to Nimotuzumab between CIMYM, Inc., CIMAB S.A.,
Innogene Kalbiotech Private Limited and P.T. Kalbe Farma Tbk dated as of October
31, 2005




On
October 31, 2005, CIMYM, CIMAB, Innogene Kalbiotech Private Limited and P.T.
Kalbe Farma Tbk entered into a License Agreement relating to
Nimotuzumab.  Under the Innogene license agreement, CIMYM exclusively
sub-licensed to Innogene the patent rights and related know-how for Nimotuzumab
for the treatment of cancer in humans, for development, use and sale in
Thailand, Singapore, Indonesia, Taiwan, Myanmar, Cambodia, Laos, Brunei,
Philippines, Malaysia, African Republic of the Congo, Nigeria and South
Africa.  Patents and know-how arising during the term of the agreement
are owned by the generating party. For the term of the agreement, CIMYM and
CIMAB have agreed to grant to Innogene, and Innogene has reciprocally agreed to
grant to CIMYM and CIMAB, an exclusive, fully-paid and royalty-free license to
any arising intellectual property, in order to research, develop, make, have
made, import, use, sell or otherwise deal in any products containing
Nimotuzumab.  The Innogene license agreement provides that Innogene is
responsible for the development and commercialization of Nimotuzumab in the
agreed upon countries, in accordance with a written research and development
plan prepared by Innogene, and for all costs in connection
therewith.  The development and commercialization of Nimotuzumab is
overseen by a joint development team made up of representatives of each of CIMYM
and Innogene.




The
Innogene license agreement requires Innogene to purchase 100% of its supplies of
Nimotuzumab for non-clinical and clinical studies and trials and 100% of its
commercial supplies of Nimotuzumab from CIMYM, at specified supply prices
depending on the particular use.  In the event that CIMAB is unable to
manufacture Nimotuzumab to the specifications required by relevant regulatory
authorities, Innogene has the right to have Nimotuzumab manufactured by a
third-party manufacturer for its clinical and commercial requirements. CIMAB is
obligated to prepare a back-up third-party manufacturing source for Innogene’s
required quantities of Nimotuzumab, in the event of a supply shortage by CIMAB,
at CIMAB’s cost.




In
consideration for the exclusive license granted by CIMYM, Inogene paid an
initial payment of US$1,000,000. In addition, Innogene is required to make a
series of milestone payments upon the occurrence of certain events relating to
the initiation, filing and approval in any of Indonesia, Taiwan, Malaysia,
Philippines, South Africa or Thailand of specified new drug
applications.  Innogene shall also pay a royalty of 15% of net
sales of Nimotuzumab.




Under the
Innogene license agreement, CIMYM is responsible, at their cost and expense, for
seeking to obtain valid patents pursuant to each of the licensed patent rights
in the countries where CIMYM has granted Innogene a sub-license, and must pay
all prosecution, maintenance, and renewal fees in respect of the licensed patent
rights as and when due.  CIMYM must give three months notice to
Innogene if it wishes to abandon any licensed patent rights for the treatment of
cancer in humans in any of the countries where CIMYM has sub-licensed patent
rights to Innogene.




The term
of the Innogene license agreement will continue until the fifteenth anniversary
of the date of first commercial sale of Nimotuzumab in each country where a
sub-license has been granted, or the date when all of the licensed patent rights
have expired or been abandoned in accordance with the license agreement,
whichever is later. Either of CIMYM or Innogene may terminate the agreement upon
written notice after a material breach by the other party that is not remedied
in 60 days, or upon the insolvency, bankruptcy or winding up of the other
party.  CIMYM or Innogene could terminate the agreement upon written
notice if regulatory approval for marketing Nimotuzumab is not obtained within
four years of the date of the license agreement.  Innogene may
terminate the agreement on 120 days’ prior written notice at any time. CIMYM may
terminate the agreement by written notice if Innogene commences legal
proceedings  that challenge the validity of the patents.




- 9
-




License
Agreement relating to Nimotuzumab (TheraCIM h-R3) among CIMYM BioSciences Inc.,
CIMAB  S.A. and Daiichi Pharmaceutical Co. Ltd., dated July 25,
2006




On July
25, 2006, CIMYM, CIMAB and Daiichi Pharmaceutical Co. entered into a License
Agreement relating to Nimotuzumab (TheraCIM h-R3). Under the Daiichi license
agreement, CIMYM exclusively sub-licensed to Daiichi the patent rights and
related know-how for Nimotuzumab for the treatment of cancer in humans, for
development, use and sale in Japan.  Patents and know-how arising
during the term of the agreement are owned by the generating party, as
determined by Japanese patent law (if permitted). For the term of the agreement,
CIMYM and CIMAB have agreed to grant to Daiichi, and Daiichi has reciprocally
agreed to grant to CIMYM and CIMAB, a non-exclusive, fully-paid and royalty-free
license to any arising intellectual property, in order to research, develop,
make, import, use, sell or otherwise deal in any products containing
Nimotuzumab.




The
Daiichi license agreement provides that Daiichi is responsible for the
development and commercialization of Nimotuzumab in Japan, in accordance with a
written research and development plan prepared by Daiichi, and for all costs in
connection therewith.  The development and commercialization of
Nimotuzumab is overseen by a joint development team made up of representatives
of each of CIMYM, CIMAB and Daiichi.




The
Daiichi license agreement requires Daiichi to purchase 100% of its supplies of
Nimotuzumab for non-clinical and clinical studies and trials and 100% of its
commercial supplies of Nimotuzumab from CIMAB, at specified supply prices
depending on the particular use, and in the case of commercial supplies, at
graduated supply prices depending on the Japanese National Health Insurance
price for the developed product at the time of first commercial
sale.  In the event that CIMAB is unable to manufacture Nimotuzumab to
the specifications required by relevant regulatory authorities, Daiichi has the
right to have Nimotuzumab manufactured by a third-party manufacturer for its
clinical and commercial requirements. CIMAB is obligated to prepare a back-up
third-party manufacturing source for Daiichi’s required quantities of
Nimotuzumab, in the event of a supply shortage by CIMAB, at CIMAB’s
cost.




In
consideration for the exclusive license granted by CIMYM, Daiichi paid an
initial payment of US$14,500,000. In addition, Daiichi is required to make a
series of milestone payments upon the occurrence of certain events relating to
the initiation, filing and approval in Japan of specified new drug applications,
as well as upon reaching JPY 10 billion of net sales in a calendar
year.




Under the
Daiichi license agreement, CIMYM/CIMAB is responsible, at their cost and
expense, for seeking to obtain valid patents pursuant to each of the licensed
patent rights in Japan, and must pay all prosecution, maintenance, and renewal
fees in respect of the licensed patent rights as and when
due.  CIMYM/CIMAB may not abandon any licensed patent rights for the
treatment of cancer in humans in Japan.




The term
of the Daiichi license agreement will continue until the tenth anniversary of
the date of first commercial sale of Nimotuzumab, with automatic one-year
renewals thereafter, unless terminated by either CIMYM or Daiichi on 120 days’
prior written notice. Either of CIMYM or Daiichi may terminate the agreement
upon written notice after a material breach by the other party that is not
remedied in 60 days, or upon the insolvency, bankruptcy or winding up of the
other party. CIMYM or CIMAB could terminate the agreement upon written notice if
Daiichi determines not to start pivotal study within six months of completion of
Phase II clinical trial, if a change of control of Daiichi takes place, or if
Daiichi challenges the applicable patents. Daiichi may terminate the agreement
on 60 days’ prior written notice, if Daiichi determines that it is seriously
difficult to continue clinical studies due to lack of medical efficacy or safety
and if the parties are unable to come to an agreement regarding the continuation
or cessation of clinical studies within 90 days. Daiichi may terminate the
agreement on written notice to CIMYM if the relevant Japanese regulatory
authorities refuse regulatory approval for a Nimotuzumab product or provide
notice that a Nimotuzumab product must be withdrawn from the market and Daiichi
determines there is no possibility for appeal.


- 10
-


PART
III




Item
19:       Exhibits




See the
Exhibit Index hereto.




SIGNATURES




The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.




Date:
March 3, 2010




YM
      BIOSCIENCES INC.By:
              /s/ David G.P. AllanDavid
      G. P. AllanChairman
      and Chief Executive
Officer


- 11
-


Exhibit
Index




Exhibit
                        
                        Description1.1
                        
                        Certificate
      of Continuance dated December 11, 2001 (incorporated by reference to
      Exhibit 1.1 to the Form 20-F of YM BioSciences Inc., filed on May 18, 2004
      (File No. 1-32186)).1.2
                        
                        Certificate
      of Registration dated December 11, 2001 (incorporated by reference to
      Exhibit 1.2 to the Form 20-F of YM BioSciences Inc., filed on May 18, 2004
      (File No. 1-32186)).1.3
                        
                        Memorandum
      of Association dated December 11, 2001(incorporated by reference to
      Exhibit 1.3 to the Form 20-F of YM BioSciences Inc., filed on May 18, 2004
      (File No. 1-32186)).1.4
                        
                        Articles
      of Association dated December 11, 2001(incorporated by reference to
      Exhibit 1.4 to the Form 20-F of  YM BioSciences Inc., filed on
      May 18, 2004 (File No. 1-32186)).1.5
                        
                        Directors
      resolution re creation and issuance of Class B Preferred Shares, Series 1
      (incorporated by reference to Exhibit 1.5 to the Form 20-F of YM
      BioSciences Inc., filed on May 18, 2004 (File No.
    1-32186)).2.1
                        
                        Form
      of the Corporation’s Canadian common share purchase warrant (incorporated
      by reference to Exhibit 2.1 to the Form 20-F of YM BioSciences Inc., filed
      on May 18, 2004 (File No. 1-32186)).2.2
                        
                        Form
      of the Corporation’s United States common share purchase warrant
      (incorporated by reference to Exhibit 2.2 to the Form 20-F of YM
      BioSciences Inc., filed on May 18, 2004 (File No.
    1-32186)).2.3
                        
                        Form
      of the Corporation’s Canadian placement agent warrant (incorporated by
      reference to Exhibit 2.3 to the Form 20-F of YM BioSciences Inc., filed on
      May 18, 2004 (File No. 1-32186)).2.4
                        
                        Form
      of the Corporation’s United States placement agent warrant (incorporated
      by reference to Exhibit 2.4 to the Form 20-F of YM BioSciences Inc., filed
      on May 18, 2004 (File No. 1-32186)).2.5
                        
                        Form
      of warrant certificate granted by the Corporation to Scott McLean dated
      February 7, 2006 (incorporated by reference to Exhibit 2.5 to the Form
      20-F of YM BioSciences Inc., filed on September 22, 2008 (File No.
      1-32186)).4.1
                        
                        Licensing
      Bonus Pool Plan dated March 31, 2004(incorporated by reference to Exhibit
      4.8 to the Form 20-F of YM BioSciences Inc., filed on May 18, 2004 (File
      No. 1-32186)).4.2
                        
                        Amended
      and Restated Stock Option Plan dated November 28, 2007 (incorporated by
      reference to Exhibit 4.2 to the Form 20-F of YM BioSciences Inc., filed on
      September 22, 2008 (File No. 1-32186)).4.3
                        
                        Shareholder
      Rights Plan Agreement dated as of October 22, 2007 (incorporated by
      reference to Exhibit 2.1 to the Form 8-A of YM BioSciences Inc., filed on
      December 11, 2007 (File No. 1-32186)).4.4
                        
                        License
      Agreement between YM BioSciences Inc. (formerly known as York Medical
      Inc.), University of Manitoba and The Manitoba Cancer Treatment and
      Research Foundation, carrying on its undertaking as Cancercare Manitoba,
      dated November 2, 2000.4.5
                        
                        License
      Agreement between CIMYM Inc. and CIMAB SA, January 24, 2001 (incorporated
      by reference to Exhibit 4.5 to the Form 20-F of YM BioSciences Inc., filed
      on May 18, 2004 (File No. 1-32186)).4.6
                        
                        License
      Agreement between YM BioSciences Inc. (formerly known as Yorkton Medical
      Inc.) and CIMAB SA, dated May 3, 1995 (incorporated by reference to
      Exhibit 4.6 to the Form 20-F of YM BioSciences Inc., filed on May 18, 2004
      (File No. 1-32186)).4.7
                        
                        Joint
      Venture Shareholders’ Agreement between YM Biosciences Inc. (formerly
      known as York Medical Inc.), CIMYM Inc. (an Ontario Corporation) and CIMAB
      S.A dated November 14,
1995.




EX-1




4.8
                  
                  Assignment
      and Assumption Agreement between YM BioSciences Inc. (formerly known as
      York Medical Inc.), and CIMYM Inc. dated November 22, 1995 (incorporated
      by reference to Exhibit 4.11 to the Form 20-F of YM BioSciences Inc.,
      filed on May 18, 2004 (File No. 1-32186)).4.9
                  
                  Letter
      from YM BioSciences Inc. (formerly known as York Medical Inc.) to CIMYM
      Inc. dated November 23, 1995 (incorporated by reference to Exhibit 4.12 to
      the Form 20-F of YM BioSciences Inc., filed on May 18, 2004 (File No.
      1-32186)).4.10
                  
                  Joint
      Venture Shareholders’ Agreement between YM BioSciences Inc. (formerly
      known as York Medical Inc.), CIMYM Inc. (a Barbados Corporation) and CIMAB
      S.A. dated May 16, 1996 (incorporated by reference to Exhibit 4.14 to the
      Form 20-F of YM BioSciences Inc., filed on May 18, 2004 (File No.
      1-32186)).4.11*
                  
                  Amended
      and Restated Development and License Agreement between CIMYM Inc., CIMAB
      SA and Oncoscience AG, dated August 15, 2007.4.12
                  
                  Lease
      Agreement between Chesterbrook Partners, L.P. and YM BioSciences USA, Inc.
      dated July 27, 2006 (incorporated by reference to Exhibit 4.12 to the Form
      20-F of YM BioSciences Inc., filed on September 22, 2008 (File No.
      1-32186)).4.13
                  
                  Lease
      Amending and Extension Agreement between 1411029 Ontario Limited and YM
      BioSciences Inc. dated December 4, 2007 (incorporated by reference to
      Exhibit 4.13 to the Form 20-F of YM BioSciences Inc., filed on September
      22, 2008 (File No. 1-32186)).4.14
                  
                  Merger
      Agreement among YM BioSciences Inc., 2069044 Ontario Limited, DELEX
      Therapeutics Inc., Business Development Bank of Canada, New Generation
      Biotech (Equity) Fund Inc., and Eastern Technology Seed Investment Fund
      Limited Partnership dated April 12, 2005 (incorporated by reference to
      Exhibit 99.2 to the Form 6-K of YM BioSciences Inc., filed on May 3, 2005
      (File No. 1-32186)).4.15
                  
                  Amalgamation
      Agreement among YM BioSciences Inc., 2069044 Ontario Limited and DELEX
      Therapeutics Inc. dated May 2, 2005 (incorporated by reference to Exhibit
      99.3 to the Form 6-K of YM BioSciences Inc., filed on May 3, 2005 (File
      No. 1-32186)).4.16
                  
                  Escrow
      Agreement between YM BioSciences Inc. and Equity Transfer Services Inc.
      dated May 2, 2005 (incorporated by reference to Exhibit 99.4 to the Form
      6-K of YM BioSciences Inc., filed on May 3, 2005 (File No.
      1-32186)).4.17
                  
                  Placement
      Agent Agreement between YM BioSciences Inc., and SG Cowen & Co., LLC,
      Dundee Securities Corporation and Canaccord Capital Corporation as
      placement agents dated February 13, 2006 (incorporated by reference to
      Exhibit 99.1 to the Form 6-K of YM BioSciences Inc., filed on February 17,
      (File No. 1-32186)).4.18
                  
                  Agreement
      and Plan of Merger by and among YM BioSciences Inc., YM BioSciences USA
      Inc., YM BioSciences U.S. Operations Inc., Eximias Pharmaceutical
      Corporation, and Orbimed Advisors, LLC, as Stockholder Representative
      dated April 13, 2006 (incorporated by reference to Exhibit 4.18 to the
      Form 20-F of YM BioSciences Inc., filed on September 22, 2008 (File No.
      1-32186)).4.19
                  
                  Clinical
      Research Services Agreement between YM BioSciences Inc. and Pharm-Olam
      International Ltd. dated as of February 22, 2005.4.20
                  
                  Clinical
      Research Services Agreement between YM BioSciences Inc. and Allphase
      Clinical Research Services Inc. dated as of May 16, 2007.4.21
                  
                  Clinical
      Research Services Agreement between YM BioSciences Inc. and AAI Pharma
      Inc. dated as of November 9, 2007.4.22
                  
                  Clinical
      Research Services Agreement between YM BioSciences Inc. and Allphase
      Clinical Research Services Inc. dated as of January 5, 2009 regarding non
      small lung cancer
study.




EX-2




4.23
              
              Clinical
      Research Services Agreement between YM BioSciences Inc. and Allphase
      Clinical Research Services Inc. dated as of January 5, 2009 regarding
      Brain Mets.4.24
              
              Master
      Services Agreement between YM BioSciences USA Inc. and AAI Pharma Inc.
      effective August 24, 2007.4.25
              
              Master
      Services Agreement between YM BioSciences Inc. and Allphase Clinical
      Research Services Inc. effective May 16, 2007.4.26
              
              Amended
      and Restated Development and License Agreement between CIMYM, Inc., CIMAB
      S.A. and Kuhnil Pharmaceuticals Co., Ltd. dated as of August 30,
      2005.4.27
              
              Development
      and License Agreement Relating to Nimotuzumab between CIMYM, Inc., CIMAB
      S.A., Innogene Kalbiotech Private Limited and P.T. Kalbe Farma Tbk dated
      as of October 31, 2005.4.28*
              
              License
      Agreement relating to Nimotuzumab (TheraCIM h-R3) between CIMYM
      BioSciences Inc., CIMAB S.A. and Daaichi Pharmaceutical Co. Ltd. dated as
      of July 25, 2006.12.1
              
              Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the
      Securities Exchange Act of 1934.12.2
              
              Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the
      Securities Exchange Act of 1934.13.1
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section
    1350.13.2
              
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section
    1350.15.1**
              
              Consent
      of KPMG LLP.





*
portions of the indicated agreements have been redacted pursuant to a
confidential treatment request




**
previously filed




EX-3