POS AM

Registration No. 333-90403

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MILLENNIUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	8731	04-3177038
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

40 Landsdowne Street

Cambridge, Massachusetts 02139

(617)  679-7000

(Address Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Joel S. Goldberg, Esq.	Copy to:
Vice President and Secretary	Matthew J. Gardella, Esq.
Millennium Pharmaceuticals, Inc.	Edwards Angell Palmer & Dodge LLP
40 Landsdowne Street	111 Huntington Avenue
Cambridge, Massachusetts 02139	Boston, Massachusetts 02199
Telephone: (617) 679-7000 Telecopy: (617) 374-0074	Tel: (617) 239-0100 Fax: (617) 227-4420

Telephone Number, Including Area Code, Of Agent For Service

Approximate date of commencement of proposed sale to the public:

Not Applicable. Deregistration of unsold securities

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x	Accelerated filer  o	Non accelerated filer  o	Smaller reporting company  o
		(Do not check if a smaller reporting company)

DEREGISTRATION OF SECURITIES

On November 5, 1999, Millennium Pharmaceuticals, Inc., a Delaware corporation (the “Company”) filed a registration statement on Form S-4, Registration No. 333-90403 (as subsequently amended, this “Registration Statement”), with respect to 7,600,178 shares (30,400,712 shares as adjusted for splits) of the Company’s common stock, par value $0.001 per share, in connection with the acquisition by the Company of LeukoSite, Inc.

On May 14, 2008 (the “Effective Date”), the Company consummated the transactions contemplated by its Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 10, 2008, by and among Takeda America Holdings, Inc., a New York corporation (“Parent”), Mahogany Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In accordance with the Merger Agreement, the Company’s prior common stock, par value $0.001 per share (the “Common Stock”), has been canceled and is no longer outstanding. On May 14, 2008, the Company filed a certification and notice of termination on Form 15 with respect to the Company’s shares of Common Stock.

The offering of the Company’s securities under this Registration Statement has been completed.  Accordingly, the Company is filing this Post-Effective Amendment to this Registration Statement to deregister any shares of the Company’s Common Stock registered and reserved for issuance under such Registration Statement which remained unissued as of the Effective Date.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cambridge, Commonwealth of Massachusetts, on this 6^th day of June, 2008.

MILLENNIUM PHARMACEUTICALS, INC.
By:	/s/ Joel S. Goldberg, Esq.
	Joel S. Goldberg, Esq., Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
*	Director, President and Chief Executive Officer	June 6, 2008
Deborah Dunsire	(Principal Executive Officer)
*	Senior Vice President and Chief Financial Officer	June 6, 2008
Marsha H. Fanucci	(Principal Financial and Accounting Officer)
*	Director	June 6, 2008
Kiyoshi Kitazawa
*	Director	June 6, 2008
Masumitsu Inoue

The undersigned, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to the Registration Statement on behalf of the above-named officers and directors of Millennium Pharmaceuticals, Inc. on this 6^th day of June, 2008, pursuant to the powers of attorney executed by such officers and directors, which powers of attorney are filed with the Securities and Exchange Commission as an exhibit to this Post-Effective Amendment No. 1 to the Registration Statement.

*By:	/s/ Joel S. Goldberg, Esq.
	Joel S. Goldberg, Esq.
	Attorney-in-Fact

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INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
24.1	Powers of Attorney

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EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Deborah Dunsire, Marsha H. Fanucci, and Joel S. Goldberg, Esq., and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statements (Form S-3 Nos. 333-42770, 333-109258 and 333-138537, Form S-4 Nos. 333-33912, 333-42778, 333-75882, 333-90401 and 333-90403 and Form S-8 Nos. 333-15355, 333-15353, 333-29321, 333-15349, 333-15357, 333-29319, 333-84381, 333-84373, 333-84377, 333-93397, 333-93249, 333-35896, 333-38472, 333-71396, 333-71398, 333-81234, 333-82598, 333-102543, 333-104856, 333-104857, 333-139158 and 333-142827) of MILLENNIUM PHARMACEUTICALS, INC., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the date set forth below.

Signature	Title	Date
/s/ Deborah Dunsire	Director, President and Chief Executive Officer	June 6, 2008
Deborah Dunsire	(Principal Executive Officer)
/s/ Marsha H. Fanucci	Senior Vice President and Chief Financial Officer	June 6, 2008
Marsha H. Fanucci	(Principal Financial and Accounting Officer)
/s/ Kiyoshi Kitazawa	Director	June 4, 2008
Kiyoshi Kitazawa
/s/ Masumitsu Inoue	Director	June 3, 2008
Masumitsu Inoue