The Court directed that the Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased Novo Nordisk ADRs during the Class Period.  The Court has directed us to send you the Notice because, as a potential Class Member, you have a right to know about your options before the Court rules on the proposed Settlement.  If the Court approves the Settlement and the Plan of Allocation (or some other plan of allocation), the Claims Administrator selected by Lead Plaintiffs and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

The purpose of the Notice is to inform you of the terms of the proposed Settlement of the Action and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and the motion by Lead Counsel for an award of attorneys’ fees and payment of Litigation Expenses (the “Settlement Hearing”).  See ¶¶52-54 in the Notice for details about the Settlement Hearing, including the date and location of the hearing.

The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still must decide whether to approve the Settlement.  If the Court approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing.  Please be patient, as this process can take some time to complete.

Novo Nordisk is a pharmaceutical company that produces insulin and other diabetes-treatment drugs, and other drugs.  During the Class Period, Novo Nordisk’s ADRs traded on the NYSE under ticker symbol NVO.

Beginning on or about January 11, 2017, several related securities class actions brought on behalf of investors in Novo Nordisk ADRs were filed in the Court.  On June 1, 2017, the Court entered an Order appointing Lehigh County, Oklahoma Firefighters, Boston, Clearwater, and Central States as “Lead Plaintiffs” for the putative class, appointing BLB&G and RGR&D as co-“Lead Counsel” for the class; appointing Carella, Byrne, Cecchi, Olstein, Brody & Agnello, P.C. (“Carella Byrne”), Seeger Weiss LLP (“Seeger Weiss”), and Saxena White P.A. to an Executive Committee to represent the class, with Carella Byrne and Seeger Weiss also appointed as “Co-Liaison Counsel” for the class; and ordering that any subsequently filed, removed, or transferred actions related to the claims asserted in the actions be consolidated for all purposes as In re Novo Nordisk Securities Litigation, Master File No. 3:17-cv-209 (as previously defined, the “Action”).

On August 4, 2017, Lead Plaintiffs filed the operative complaint in the Action, the Consolidated Amended Class Action Complaint (the “Complaint”).  The Complaint asserts claims against all Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act.  Among other things, the Complaint alleges that, during the Class Period, Defendants made a series of material misstatements and omissions by, among other things, allegedly misrepresenting and failing to disclose Novo Nordisk’s true exposure to market pressures in the United States that affected the pricing and profitability of Novo Nordisk’s diabetes-drug portfolio, the prospects of Novo Nordisk’s insulin drug Tresiba® to drive Novo Nordisk’s growth, and Novo Nordisk’s inability to meet certain financial targets, which caused Novo Nordisk’s ADRs to allegedly trade at artificially inflated prices during the Class Period.  The Complaint further alleges that the price of Novo Nordisk ADRs declined when the true facts concerning Defendants’ alleged misrepresentations and omissions were revealed, resulting in financial losses to those who purchased Novo Nordisk ADRs during the Class Period at the inflated prices.

On October 3, 2017, Defendants filed a motion to dismiss the Complaint, which was fully briefed and argued by July 25, 2018.  On August 16, 2018, the Court issued an Opinion and accompanying Order denying Defendants’ motion to dismiss in its entirety. 

On October 1, 2018, Defendants filed their Answer to the Complaint.  

On April 1, 2019, Lead Plaintiffs filed a motion for class certification.  Between then and March 2021, the parties produced documents, deposed fact witnesses and each other’s experts, and filed their opposition and reply briefs regarding Lead Plaintiffs’ class certification motion.  The parties also fully briefed Defendants’ motion to exclude the expert report of Lead Plaintiffs’ market-efficiency expert.  On January 31, 2020, the Court issued an Order certifying the Class, appointing Lead Plaintiffs as “Class Representatives” for the certified Class, appointing BLB&G and RGR&D as “Class Counsel” for the certified Class, and denying Defendants’ motion to exclude the expert report of Lead Plaintiffs’ market-efficiency expert.

On July 20, 2020, the Court entered an Order granting Lead Plaintiffs’ unopposed motion to approve the form and manner of providing notice to potential Class Members (the “Class Notice”) to notify them of, among other things: (i) the Action pending against Defendants; (ii) the Court’s certification of the Action to proceed as a class action on behalf of the Class; (iii) their right to request to be excluded from the Class; (iv) the effect of remaining in the Class or requesting exclusion; and (v) the requirements for requesting exclusion.  The deadline for requesting exclusion from the Class pursuant to the Class Notice was October 13, 2020.  A list of the persons and entities who requested exclusion pursuant to the Class Notice is available on the Important Documents page of this website. 

Expert discovery commenced in November 2020.  Lead Plaintiffs served opening, rebuttal, and/or reply reports from a total of four individuals in the fields of pharmaceutical pricing and markets, Tresiba®’s clinical profile, accounting, regulatory disclosure requirements under the U.S. federal securities laws, and damages. Defendants served opening, rebuttal, and/or reply reports from a total of six individuals in those fields.  Before expert discovery closed in March 2021, the parties deposed all ten individuals who had submitted reports in this case.

Throughout the litigation of this case, between January 2019 and February 2021, the parties produced approximately 1.8 million documents totaling nearly 5 million pages, conducted depositions of 42 fact witnesses, and served and responded to interrogatories and requests for admission.  The parties additionally served subpoenas on 19 third parties, which produced approximately 85,000 documents totaling over 850,000 pages.  The parties exchanged numerous letters with each other and with third parties, including concerning multiple disputed discovery issues.  The parties concluded fact discovery in February 2021.

On April 20, 2021, Defendants served Lead Plaintiffs with their motion for summary judgment.  The parties fully briefed and filed summary judgment by July 12, 2021, which included 161 pages of briefs, 1,270 pages of factual statements under District of New Jersey Local Civil Rule 56.1, and thousands of pages of exhibits.

In an attempt to resolve the Action, the parties mediated with the Court-appointed mediator, the Honorable Layn R. Phillips of Phillips ADR (“Judge Phillips”), on November 19, 2018 and April 24, 2020.  Following those two mediations, the parties held a third mediation session before Judge Phillips on September 2, 2021.  In advance of that mediation session, the parties exchanged mediation statements.  The parties were unable to agree to settlement terms on September 2, 2021.

Following the September 2, 2021 mediation session, the parties continued negotiations with the assistance of Judge Phillips and, in response to a mediator’s recommendation from him, reached an agreement in principle to settle the Action for $100,000,000 in cash.  The parties memorialized their agreement to settle in a term sheet (the “Term Sheet”) executed on September 24, 2021.

After additional negotiations regarding the specific terms of their agreement, the parties entered into the Stipulation on November 23, 2021.  The Stipulation, which sets forth the terms and conditions of the Settlement, can be viewed on the Important Documents page of this website.

On November 23, 2021, Lead Plaintiffs moved for preliminary approval of the Settlement, and on March 8, 2022, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to Class Members, and scheduled the July 13, 2022 Settlement Hearing to consider whether to grant final approval to the Settlement.

If you are a member of the Class, you are subject to the Settlement.  The Class means the class certified by the Court’s Order dated January 31, 2020 (Docket No. 181).  The Class consists of:

all persons or entities who purchased the ADRs of Novo Nordisk between February 3, 2015 and February 2, 2017, inclusive, and who were damaged thereby.

Excluded from the Class by definition are: (i) Novo Nordisk; (ii) any directors and officers of Novo Nordisk during the Class Period and members of their immediate families; (iii) the subsidiaries, parents, and affiliates of Novo Nordisk; (iv) any firm, trust, corporation, or other entity in which Novo Nordisk has or had a controlling interest; and (v) the legal representatives, heirs, successors, and assigns of any such excluded persons or entities.  Also excluded from the Class are all persons and entities who excluded themselves by submitting a request for exclusion from the Class pursuant to the Class Notice.  A list of all persons and entities who submitted a request for exclusion from the Class pursuant to the Class Notice is available on the Important Documents page of this website.

PLEASE NOTE:  Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to a payment from the Settlement.

If you are a Class Member and you wish to be eligible to receive a payment from the Settlement, you are required to submit the Claim Form that is being distributed with the Notice, and the required supporting documentation as set forth in the Claim Form, postmarked (if mailed), or online through the File a Claim page of this website, no later than July 27, 2022.

Lead Plaintiffs and Lead Counsel believe that the claims asserted against Defendants have merit.  They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants through the Court’s ruling on summary judgment, pre-trial motions, a trial, and appeals, as well as the very substantial risks they would face in establishing liability and damages.  For example, with respect to establishing Defendants’ liability for violations of the securities laws, Lead Plaintiffs faced risks that the Court or the jury would credit Defendants’ arguments, including those set forth in their summary judgment papers, that (i) they made no misstatements or omissions, including related to Novo Nordisk’s exposure to market pressures in the United States, the pricing and profitability of Novo Nordisk’s diabetes portfolio, Novo Nordisk’s insulin product Tresiba® and its ability to drive Novo Nordisk’s sales and profit growth, and Novo Nordisk’s ability to meet its guidance or financial targets, and (ii) neither any of the Defendants nor any of their agents acted with the requisite intent to commit a violation of the securities laws.

Lead Plaintiffs also faced further risks relating to proof of loss causation and damages.  For example, Defendants contended in their summary judgment motion and would have argued at trial that Lead Plaintiffs could not establish a causal connection between the alleged misrepresentations and the losses investors allegedly suffered, as required by law.  Indeed, Defendants vehemently argued that Lead Plaintiffs could not prove loss causation, and damages were zero, because declines in Novo Nordisk’s ADR price were caused by the materialization of risks that Defendants timely and properly disclosed to the public.  If Defendants had succeeded on one or more of their loss causation and damages arguments, even if Lead Plaintiffs had established liability for their securities fraud claims, the recoverable damages could have been substantially less than the amount provided in the Settlement or even zero.

In light of these risks, the amount of the Settlement, and the immediacy of recovery to the Class, Lead Plaintiffs and Lead Counsel believe that the proposed Settlement is fair, reasonable, adequate, and in the best interests of the Class.  Lead Plaintiffs and Lead Counsel believe that the Settlement provides a substantial benefit to the Class, namely $100,000,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or no recovery, and not until after summary judgment, trial, and appeals, possibly years in the future.

Defendants have vigorously denied and continue to deny each and all of the claims asserted against them in the Action and deny that the Class was harmed or suffered any damages as a result of the conduct alleged in the Action.  Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action.  Defendants expressly deny that Lead Plaintiffs have asserted any valid claims as to any of them, and expressly deny any and all allegations of fault, liability, wrongdoing, or damages whatsoever.  Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation.  Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

If there were no Settlement and Lead Plaintiffs failed to establish any essential legal or factual element of their claims against Defendants, neither Lead Plaintiffs nor the other members of the Class would recover anything from Defendants.  Also, if Defendants were successful in proving any of their defenses, either at summary judgment, at trial, or on appeal, the Class could recover substantially less than the amount provided in the Settlement, or nothing at all.

As a Class Member, you are represented by Lead Plaintiffs and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but, if you choose to do so, such counsel must file a notice of appearance on your behalf as provided in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” in the Notice.

If you are a Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and Litigation Expenses, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” in the Notice.

If you are a Class Member, you will be bound by any orders issued by the Court.  If the Settlement is approved, the Court will enter a judgment (the “Judgment”).  The Judgment will dismiss with prejudice the claims in the Action against Defendants and will provide that, upon the Effective Date of the Settlement, Lead Plaintiffs and each of the other Class Members, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged any and all Released Plaintiffs’ Claims (as defined in ¶34 in the Notice) against Defendants and the other Defendants’ Releasees (as defined in ¶35 in the Notice), and will forever be barred and enjoined from prosecuting any and all Released Plaintiffs’ Claims against any of the Defendants’ Releasees, whether or not such Class Member executes and delivers the Claim Form or shares in the Net Settlement Fund.  This Release will not apply to any of the Excluded Plaintiffs’ Claims (as defined in ¶34 in the Notice).

“Released Plaintiffs’ Claims” means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether asserted or unasserted, accrued or unaccrued, fixed or contingent, liquidated or unliquidated, whether arising under federal, state, local, common, or foreign law, or any other law, rule, or regulation, whether class or individual in nature, based on, arising out of, or in connection with both: (i) the purchase of Novo Nordisk ADRs during the Class Period; and (ii) the facts, matters, statements, or omissions alleged in the Action, including, but not limited to, as alleged in the Complaint.  Released Plaintiffs’ Claims do not include any of the following claims: (i) any claims asserted in any ERISA, derivative, or consumer action, including, without limitation, the claims asserted in In re Insulin Pricing Litig., No. 17-cv-699 (D.N.J.), Johnson v. OptumRx, et al., No. 17-cv-07198 (D.N.J.), Sanofi-Aventis U.S. LLC v. Novo Nordisk Inc., No. 16-cv-9466 (D.N.J.), Bewley v. CVS Health Corp., No. 17-cv-12031 (D.N.J.), or MSP Recovery Claims, Series, LLC v. Sanofi Aventis U.S. LLC, No. 18-cv-2211 (D.N.J.), or any cases consolidated into those actions; (ii) any claims by any governmental entity that arise out of any governmental investigation of Defendants relating to the wrongful conduct alleged in the Action, including, without limitation, the claims asserted in State of Minnesota v. Sanofi-Aventis U.S., LLC, et al., No. 18-cv-14999 (D.N.J.); (iii) any claims relating to the enforcement of the Settlement; or (iv) claims of the persons and entities who submitted a request for exclusion from the Class in connection with the Class Notice (as set forth in Appendix 1 to the Stipulation) (“Excluded Plaintiffs’ Claims”).

“Defendants’ Releasees” means Defendants and their respective current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, immediate family members, insurers, reinsurers, and attorneys, in their capacities as such.

“Unknown Claims” means any Released Plaintiffs’ Claims that Lead Plaintiffs or any other Class Members do not know or suspect to exist in his, her, their, or its favor at the time of the release of such claims, and any Released Defendants’ Claims that any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her, them, or it, might have affected his, her, or its decision(s) with respect to this Settlement.  With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiffs and Defendants shall expressly waive, and each of the other Class Members shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, that is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Lead Plaintiffs and Defendants acknowledge, and each of the other Class Members shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and is a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants’ Releasees, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged any and all Released Defendants’ Claims (as defined in ¶38 in the Notice) against Lead Plaintiffs and the other Plaintiffs’ Releasees (as defined in ¶39 in the Notice), and will forever be barred and enjoined from prosecuting any and all Released Defendants’ Claims against any of the Plaintiffs’ Releasees.  This Release will not apply to any of the Excluded Defendants’ Claims (as defined in ¶38 in the Notice).

“Released Defendants’ Claims” means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether asserted or unasserted, accrued or unaccrued, fixed or contingent, liquidated or unliquidated, whether arising under federal, state, local, common, or foreign law, or any other law, rule, or regulation, whether class or individual in nature, based on, arising out of, or in connection with the institution, prosecution, or settlement of the claims asserted in the Action against Defendants.  Released Defendants’ Claims do not include any of the following claims:  (i) claims relating to the enforcement of the Settlement; or (ii) claims against the persons and entities who submitted a request for exclusion from the Class in connection with the Class Notice (as set forth in Appendix 1 to the Stipulation) (“Excluded Defendants’ Claims”).  
“Plaintiffs’ Releasees” means Lead Plaintiffs, all other plaintiffs in the Action, all other Class Members, and Plaintiffs’ Counsel, and their respective current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, immediate family members, insurers, reinsurers, and attorneys, in their capacities as such.

To be eligible for a payment from the Settlement, you must be a member of the Class and you must timely complete and return the Claim Form with adequate supporting documentation postmarked (if mailed), or submitted online on the File a Claim page of this website, no later than July 27, 2022.  A Claim Form is included with the Notice, or you may obtain one from the Claim Form page at the top of this website. You may also request that a Claim Form be mailed to you by calling the Claims Administrator toll free at 1 (833) 674-0167 or by emailing the Claims Administrator at info@NovoNordiskSecuritiesLitigation.com.  Please retain all records of your ownership of and transactions in Novo Nordisk ADRs, as they will be needed to document your Claim.  The Parties and Claims Administrator do not have information about your transactions in Novo Nordisk ADRs.  If you do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund.  

At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement.

Pursuant to the Settlement, Defendants have agreed to pay or caused to be paid a total of $100,000,000 in cash (the “Settlement Amount”).  The Settlement Amount will be deposited into an escrow account.  The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.”  If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed to Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a Plan of Allocation and that decision is affirmed on appeal (if any) and/or the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired.

Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalf are entitled to get back any portion of the Settlement Fund once the Court’s order or judgment approving the Settlement becomes final.  Defendants will not have any liability, obligation, or responsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund, or the Plan of Allocation.

Approval of the Settlement is independent from approval of a plan of allocation.  Any determination with respect to a plan of allocation will not affect the Settlement, if approved.

Unless the Court otherwise orders, any Class Member who or that fails to submit a Claim Form postmarked (if mailed), or submitted online, on or before July 27, 2022 shall be fully and forever barred from receiving payments pursuant to the Settlement but will in all other respects remain a member of the Class and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given.  This means that each Class Member releases the Released Plaintiffs’ Claims (as defined in ¶34 in the Notice) against the Defendants’ Releasees (as defined in ¶35 in the Notice) and will be barred and enjoined from prosecuting any of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees whether or not such Class Member submits a Claim Form.

Participants in and beneficiaries of any employee retirement and/or benefit plan (“Employee Plan”) should NOT include any information relating to their transactions in Novo Nordisk ADRs held through the Employee Plan in any Claim Form that they submit in this Action.  Claims based on any Employee Plan’s transactions in Novo Nordisk ADRs may be made by the plan itself.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of any Class Member.  Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her, or its Claim Form.
Only members of the Class will be eligible to share in the distribution of the Net Settlement Fund.  Persons and entities that are excluded from the Class by definition or that previously excluded themselves from the Class pursuant to request will not be eligible for a payment and should not submit Claim Forms.  The only security that is included in the Settlement is Novo Nordisk ADRs.

Appendix A to the Notice sets forth the Plan of Allocation for allocating the Net Settlement Fund among Authorized Claimants, as proposed by Lead Plaintiffs.  At the Settlement Hearing, Lead Plaintiffs will request that the Court approve the Plan of Allocation.  The Court may modify the Plan of Allocation, or approve a different plan of allocation, without further notice to the Class.

Plaintiffs’ Counsel have not received any payment for their services in pursuing claims against Defendants on behalf of the Class, nor have Plaintiffs’ Counsel been paid for their litigation expenses.  Lead Counsel will apply to the Court for an immediate award of attorneys’ fees on behalf of all Plaintiffs’ Counsel in an amount not to exceed 30% of the Settlement Fund, plus interest, to be paid at the time of award by the Court.  At the same time, Lead Counsel also intend to apply for payment of Plaintiffs’ Counsel’s Litigation Expenses from the Settlement Fund in an amount not to exceed $3.3 million, which amount may include an application for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiffs directly related to their representation of the Class, pursuant to the PSLRA.  The Court will determine the amount of any award of attorneys’ fees or Litigation Expenses.  Any award of attorneys’ fees and Litigation Expenses, including any reimbursement of costs and expenses to Lead Plaintiffs, will be paid from the Settlement Fund at the time of award by the Court and prior to allocation and payment to Authorized Claimants.  Class Members are not personally liable for any such fees or expenses.

Class Members do not need to attend the Settlement Hearing.  The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the hearing.  You can participate in the Settlement without attending the Settlement Hearing.

Please Note:  The date and time of the Settlement Hearing may change without further written notice to the Class.  By Order of the Court, the Settlement Hearing is scheduled to be conducted by video conference.  In order to determine whether the date and time of the Settlement Hearing have changed, it is important that you monitor the Court’s docket and this website, before making any plans to attend the Settlement Hearing.  Any updates regarding the hearing, including any changes to the date or time of the hearing, will be posted to this website.  Also, the information needed to access the video conference will be posted to this website.

The Settlement Hearing will be held on July 13, 2022 at 11:00 a.m., before the Honorable Zahid N. Quraishi by video conference. At the hearing, the Court will, among other things, (i) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be finally approved by the Court; (ii) determine whether the Action should be dismissed with prejudice against Defendants, and the Releases specified and described in the Stipulation (and in the Notice) should be granted; (iii) determine whether the proposed Plan of Allocation should be approved as fair and reasonable; (iv) determine whether Lead Counsel’s motion for attorneys’ fees and Litigation Expenses (including awards to the Lead Plaintiffs) should be approved; and (v) consider any other matters that may properly be brought before the Court in connection with the Settlement.  The Court reserves the right to approve the Settlement, the Plan of Allocation, and Lead Counsel’s motion for attorneys’ fees and Litigation Expenses, and/or consider any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Class.

Any Class Member may object to the Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses.  Objections must be in writing.  To object, you must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the District of New Jersey at the address set forth below, as well as serve copies on Lead Counsel and Defendants’ Counsel at the addresses set forth below, on or before June 6, 2022.

Any objections, filings, and other submissions by the objecting Class Member must identify the case name and civil action number, In re Novo Nordisk Securities Litigation, No. 3:17-cv-209-ZNQ-LHG, and they must (i) state the name, address, and telephone number of the person or entity objecting and must be signed by the objector (even if the objector is represented by counsel); (ii) state whether the objector is represented by counsel and, if so, the name, address, and telephone number of the objector’s counsel; (iii) state with specificity the grounds for the Class Member’s objection, including any legal and evidentiary support the Class Member wishes to bring to the Court’s attention and whether the objection applies only to the objector, to a specific subset of the Class, or to the entire Class; and (iv) include documents sufficient to prove membership in the Class, including documents showing the number of Novo Nordisk ADRs that the objecting Class Member: (A) owned as of the opening of trading on February 3, 2015 and (B) purchased and/or sold during the Class Period (i.e., between February 3, 2015 and February 2, 2017, inclusive), including the dates, number of Novo Nordisk ADRs, and prices of each such purchase and sale.  Documentation establishing membership in the Class must consist of copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from the objector’s broker containing the transactional and holding information found in a broker confirmation slip or account statement.  You may not object to the Settlement, the Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses if you previously excluded yourself from the Class or if you are not a member of the Class.

You may file a written objection without having to appear at the Settlement Hearing.  You may not, however, appear at the Settlement Hearing to present your objection unless you first file a written objection in accordance with the procedures described above, unless the Court orders otherwise.

If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses, assuming you timely file a written objection as described above, you must also file a notice of appearance with the Clerk’s Office and serve it on Lead Counsel and on Defendants’ Counsel at the addresses set forth in ¶55 in the Notice so that it is received on or before June 6, 2022.  Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing.  Objectors who intend to appear at the Settlement Hearing through counsel must also identify that counsel by name, address, and telephone number.  It is within the Court’s discretion to allow appearances at the Settlement Hearing by video conference, with or without the filing of written objections.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing.  However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Lead Counsel and Defendants’ Counsel at the addresses set forth in ¶55 in the Notice so that the notice is received on or before June 6, 2022.

The Settlement Hearing may be adjourned by the Court without further written notice to the Class. If you intend to attend the Settlement Hearing, you should confirm the date and time of the hearing as stated in ¶53 in the Notice.

Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses.  Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

If you previously provided the names and addresses of persons and entities on whose behalf you purchased Novo Nordisk ADRs during the period between February 3, 2015 and February 2, 2017, inclusive, in connection with the Class Notice (disseminated in or around July 2020) and (i) those names and addresses remain current and (ii) you have no additional names and addresses for potential Class Members to provide to the Claims Administrator, you need do nothing further at this time.  The Claims Administrator will mail a copy of the Settlement Notice and the Claim Form (the “Settlement Notice Packet”) to the beneficial owners whose names and addresses were previously provided in connection with the Class Notices.

If you elected to mail the Class Notice directly to beneficial owners, you were advised that you must retain the mailing records for use in connection with any further notices that may be provided in the Action.  If you elected this option, the Claims Administrator will forward the same number of Settlement Notice Packets to you to send to the beneficial owners.  You must mail the Settlement Notice Packets to the beneficial owners no later than seven (7) calendar days after your receipt of them.

If you have additional name and address information, the name and address information of certain of your beneficial owners has changed, or if you need additional copies of the Settlement Notice Packet or have not already provided information regarding persons and entities on whose behalf you purchased Novo Nordisk ADRs during the period between February 3, 2015 and February 2, 2017, inclusive, in connection with the Class Notice, the Court has ordered that, within seven (7) calendar days of receipt of the Notice, you must either: (i) send a list of the names and addresses of such beneficial owners to the Claims Administrator at Novo Nordisk Securities Litigation, c/o JND Legal Administration, P.O. Box 91154, Seattle, WA 98111, in which event the Claims Administrator shall promptly mail the Settlement Notice Packet to such beneficial owners; or (ii) request from the Claims Administrator sufficient copies of the Settlement Notice Packet to forward to all such beneficial owners, which you must then mail to the beneficial owners no later seven (7) calendar days after receipt.  As stated above, if you have already provided this information in connection with the Class Notice, unless that information has changed (e.g., the beneficial owner has changed address), it is unnecessary to provide such information again.

Upon full and timely compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought.  Copies of the Notice and the Claim Form may also be obtained from this website, by calling the Claims Administrator toll free at 1 (833) 674-0167, or by emailing the Claims Administrator at info@NovoNordiskSecuritiesLitigation.com.

The Notice contains only a summary of the terms of the proposed Settlement.  For the precise terms and conditions of the Settlement or to obtain additional information, you may find the Stipulation and other relevant documents on the Important Documents page of this website, by contacting Lead Counsel at the addresses below, by accessing the Court docket in this case, for a fee, through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.njd.uscourts.gov, or by visiting, during regular office hours, the Office of the Clerk, Clarkson S. Fisher Building & U.S. Courthouse, 402 East State Street, Room 2020, Trenton, NJ 08608.  Additionally, copies of any related orders entered by the Court and certain other filings in this Action will be posted on the Important Documents page of this website.

All inquiries concerning the Notice and the Claim Form should be directed to:

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS, OR THEIR COUNSEL REGARDING THE NOTICE, THE SETTLEMENT, OR THE CLAIM PROCESS.