0001193805-17-000371 Sample Contracts

AMENDMENT NO. 1
Amended and Restated Deposit Agreement • March 2nd, 2017 • JPMorgan Chase Bank, N.A. - ADR Depositary • Pharmaceutical preparations • New York

AMENDMENT NO. 1, dated as of , 2017 (the "Amendment"), to the Amended and Restated Deposit Agreement dated as of August 11, 2010 (the "Deposit Agreement") among NOVO NORDISK A/S, incorporated under the laws of Denmark (herein called the "Company"), JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the United States, in its capacity as Depositary hereunder (herein called the "Depositary"), and all holders from time to time of American Depositary Shares issued thereunder.

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