Inclusion Criteria:

Screening Inclusion Criteria:

• Have a diagnosis of hepatocellular carcinoma (HCC) and high risk for HCC recurrence
• Able to provide written informed consent
• Male and female patients of any race, 18 years or older
• De novo recipients of a primary orthotopic liver transplant from a deceased or living donor
• Patients willing to comply with study requirements
• Women of child-bearing potential (WOCBP) must agree to use an effective method(s) of contraception during treatment and during the post treatment follow-up period

Screening Exclusion Criteria:

• Past or present malignancy within the last 5 years.
• Severe infection considered by the local site investigator to be unsafe for study participation.
• Use of other investigational drugs at the time of screening or within the last 30 days.
• Patients scheduled for a combined transplant (such as liver-kidney), or having a previous solid organ, bone marrow, or autologous islet cell transplant.
• Recipients of donor/recipient ABO incompatible grafts.
• Recipients of organs from human immunodeficiency virus (HIV) or HBsAg positive donors.
• Macrovascular tumor invasion.
• Proteinuria greater than 2 grams.
• Conditions which can result in impaired absorption, distribution, metabolism or excretion of the study treatment.
• Patients with non-infectious pneumonitis.
• Pregnant or nursing (lactating) women, where pregnancy is defined as the state of a female after conception and until the termination of gestation, confirmed by a positive human chorionic gonadotropin (hCG) laboratory test.
• Women of child-bearing potential (WOCBP) not practicing an effective method(s) of contraception.
• Patients who receive sirolimus (Rapamune®) as part of their transplant immunosuppression regimen

Randomization Screening Inclusion Criteria :

- For patients with a history of any hepatic vessel thrombosis, occlusion, stent placement, or major revision of liver vessels, must have a Doppler ultrasound prior to randomization to rule out any hepatic vessel complication, including hepatic arterial thrombosis (HAT).

Randomization Exclusion Criteria:

• Patients who receive sirolimus (Rapamune) any time prior to randomization will be withdrawn from the study.
• Patients who develop clinically significant systemic infections requiring active use of IV antibiotics any time prior to randomization.
• Wound healing problem, per Investigator's assessment, that would make the patient ineligible for study randomization
• Confirmed presence of a thrombosis in a major hepatic artery(s), major hepatic vein(s), portal vein or inferior vena cava via Doppler ultrasound or other imaging obtained prior to randomization.
• Proteinuria greater than 2 grams
• Consideration by the investigator, for any reason, that the subject is an unsuitable candidate to receive everolimus or be randomized into the study.