July 26, 2024

Shinichiro Haga
Lead Executive Officer and Senior General Manager, Corporate Strategy
Asahi Kasei Corporation
1-1-2 Yurakucho, Chiyoda-ku
Tokyo, Japan 100-0006

       Re: Asahi Kasei Corporation
           Calliditas Therapeutics AB
           Schedule TO-T filed July 18, 2024 by Asahi Kasei Corporation
           File No. 005-91523
Dear Shinichiro Haga:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule TO-T filed July 18, 2024
General

1.     We note your disclosure in Item 7 of the Schedule TO that    [t]he Offer
to Purchase is not
       subject to a financing condition.    In this respect, Item 7 of Schedule
TO and Item 1007(b)
       of Regulation M-A require disclosure of material conditions, if any, to
any financing of
       consideration to be provided in an offer, as opposed to disclosure
regarding conditions to
       the consummation of an offer. Please revise accordingly.
2.     In your response letter, describe the facts supporting Buyer   s
reliance on Rule 14d-1(d) in
       connection with the Offers, including the level of U.S. ownership in the
Company and as
       of what date it was calculated.
3.     In multiple places in the Offer to Purchase, including on pages 6, 10
and 11, you reserve
       the right to complete the Offers at a lower acceptance level than the
current minimum of
       90%. Please indicate in your response letter whether you intend to rely
on the guidance
       provided in Section II.C.5 of SEC Release No. 34-58597 (September 19,
2008) in order to
 July 26, 2024
Page 2

       lower the minimum acceptance condition in the Offers without extending
them. If so,
       please confirm in your response letter and describe in the offer
materials how you will
       comply with all of the conditions to this guidance.
Summary Term Sheet, page 1

4.     On page 9 of the Offer to Purchase, you state that Buyer and its
affiliates and brokers may
       make certain purchases of Offer Securities outside of the United States
before, during or
       after the Offer Period to the extent permissible under Rule 14e-5 of the
Exchange Act, in
       accordance with Rule 14e-5(b)(12). In your response letter, please
outline the facts that
       you believe support your reliance on the exception in Rule 14e-5(b)(12).
5.     See our last comment above and the reference to Rule 14e-5 on page ii of
the offer
       materials. We further note the reference there to your plans to
"consider or explore one or
       more corporate transactions involving the Company outside the United
States." Please
       revise to explain, where appropriate in the offer materials, what
corporate transactions you
       are referring to here and how they may affect the Offers and the
Company.
Withdrawal Rights, page 21

6.     Please disclose the date after which securityholders may withdraw
securities tendered in
       the U.S. Offer pursuant to U.S. federal law. See Item 1004(a)(1)(vi) of
Regulation M-A
       and Section 14(d)(5) of the Exchange Act.
7.     Refer to your disclosure on page 21 that    [a]ll questions as to the
form and validity
       (including time of receipt) of any notice of withdrawal will be
determined by Buyer, in its
       sole discretion, whose determination will be final and binding upon the
tendering party.
       Please revise to remove the implication that securityholders may not
challenge such
       determinations in a court of competent jurisdiction.
Source and Amount of Funds, page 27

8.     We note your disclosure that Buyer may consummate the Offers and the
Compulsory
       Redemption using cash on hand and may also    draw down upon Buyer   s
existing debt
       facilities.    Specify the portion of funds that are expected to come
from such debt
       facilities. In addition, disclose the parties to the facilities, the
applicable interest rates and
       any other material terms of the arrangements. Refer to Item 1007(d) of
Regulation M-A.
Conditions to the Offers, page 33

9.     Refer to your disclosure on page 33 that    [t]he failure by Buyer at
any time to exercise
       any of the foregoing rights will not be deemed a waiver of any such
right, and each such
       right will be deemed an ongoing right which may be asserted at any time
and from time to
       time.    If an Offer Condition is    triggered    while the Offers are
pending, in our view,
       Buyer must promptly inform securityholders whether Buyer will assert the
condition and
       terminate the Offers, or waive it and continue. Reserving the right to
waive a condition    at
       any time and from time to time    is inconsistent with your obligation
in this regard. Please
       revise your disclosure, consistent with the views expressed here.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 July 26, 2024
Page 3

       Please direct any questions to Blake Grady at 202-551-8573.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Mergers &
Acquisitions