Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on August 11, 2010
 Registration No.  333-


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
 Novo Nordisk A/S
(Exact name of issuer of deposited securities as specified in its charter)

n/a
(Translation of issuer's name into English)

Denmark
(Jurisdiction of incorporation or organization of issuer)

JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58, New York, NY 10005-1401
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
James C. Shehan, Esq.
Novo Nordisk of North America, Inc.
103 Foulk Rd., Ste 282
Wilmington, Delaware 19803, USA
Telephone (609)  987 5282
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York,  New York  10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
 
x immediately upon filing
o on (Date) at (Time)
   
 

If a separate registration statement has been filed to register the deposited shares, check the following box.
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
 American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one  B share of Novo Nordisk A/S
100,000,000
American Depositary Shares
$0.05
$5,000,000
$356.50
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 33-40695.  This Registration Statement constitutes a Post-Effective Amendment to Registration Statement No. 33-40695.
 
 
 

 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit A to Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(1)  Name and address of Depositary  
Introductory paragraph and bottom of face of American Depositary Receipt
       
(2)  Title of American Depositary Receipts and identity of deposited securities  
Face of American Depositary Receipt, top center
       
  Terms of Deposit:    
         
  (i) 
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
         
  (ii) 
Procedure for voting, if any, the deposited securities
 
Paragraph (12)
         
  (iii) 
Collection and distribution of dividends
 
Paragraphs (4), (5), (7) and (10)
         
  (iv) 
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (3), (8) and (12)
         
  (v) 
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
         
  (vi) 
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13)
         
  (vii) 
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
         
  (viii)  
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
 
Paragraph (3)
         
  (ix) 
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
         
  (x) 
Limitation upon the liability of the Depositary
 
Paragraph (14)
       
(3)   Fees and Charges  
Paragraph (7)
 
 
2

 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
        (b)     
Statement that Novo Nordisk A/S is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
 
Paragraph (8)
 
 
3

 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among Novo Nordisk A/S (the "Company"), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including form of ADR.  Filed herewith as Exhibit (a)
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney.  Included as part of the signature pages hereto.
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
4

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. , on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on August 11,  2010.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
       
 
By: 
JPMORGAN CHASE BANK, N.A., as Depositary  
       
       
 
By: 
/s/ Joseph M. Leinhauser  
 
Name: 
Joseph M. Leinhauser  
 
Title:
Vice President  
       
 
 
 
5

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Novo Nordisk A/S certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on August 11, 2010.
 
 
 
NOVO NORDISK A/S
 
       
       
 
By: 
/s/ Lars Rebien Sørensen  
 
Name: 
Lars Rebien Sørensen  
 
Title:
President and Chief Executive Officer  
       
 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lars Rebien Sørensen and Jesper Brandgaard, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said 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.

Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on August 11, 2010, in the capacities indicated.
 
Signature
 
Title
     
/s/ Lars Rebien Sørensen
 
President and Chief Executive Officer
Lars Rebien Sørensen
   
     
/s/ Jesper Brandgaard
 
Chief Financial Officer
Jesper Brandgaard
   
     
/s/ Sten Scheibye
 
Chairman of the Board of Directors
Sten Scheibye
   
     
/s/ Göran A. Ando
 
Vice Chairman of the Board of Directors
Göran A. Ando
   
     
/s/ Henrik Gürtler
 
Director
Henrik Gürtler
   
     
/s/ Ulrik Hjulmand-Lassen
 
Director
Ulrik Hjulmand-Lassen
   
 
 
6

 
 
/s/ Pamela J Kirby
 
Director
Pamela J Kirby
   
     
/s/ Anne Marie Kverneland
 
Director
Anne Marie Kverneland
   
     
   
Director
Kurt Anker Nielsen
   
     
/s/Søren Thuesen Pedersen
 
Director
Søren Thuesen Pedersen
   
     
/s/ Hannu Ryöppönen
 
Director
Hannu Ryöppönen
   
     
/s/ Stig Strøbæk
 
Director
Stig Strøbæk
   
     
/s/Jørgen Wedel
 
Director
Jørgen Wedel
   
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Registration Statement in Delaware on August 11, 2010.
 
 
Authorized U.S. Representative
 
       
       
 
By: 
/s/ James C. Shehan  
 
Name: 
James C. Shehan  
       
 
 
7

 
 
INDEX TO EXHIBITS
 
Exhibit
Number
   
(a)
Form of  Amended and Restated Deposit Agreement
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
 
(e)
Rule 466 Certification