UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 6-K ------------ REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 February 21 2006 ------------ NOVO NORDISK A/S (Exact name of Registrant as specified in its charter) NOVO ALLE DK-2880, BAGSVAERD DENMARK (Address of principal executive offices) ------------ Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F Form 20-F [X] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g-32(b):82-_____________________ MISCELLANEOUS SEC INVESTIGATION RELATING TO THE UNITED NATIONS OIL-FOR FOOD-PROGRAMME On 17 February 2006, Novo Nordisk received a subpoena from the United States Securities and Exchange Commission (SEC) calling for Novo Nordisk and its subsidiaries to produce documents relating to the United Nations Oil-for-Food Programme. Other companies have disclosed they also have received subpoenas from the SEC relating to the Oil-for-Food Programme. Novo Nordisk intends to comply with the subpoena and fully cooperate with the SEC's investigation. At this time, Novo Nordisk cannot determine or predict the outcome of this matter. In addition, the company cannot predict how long the investigation will take or when it will be able to provide additional information. FORWARD-LOOKING STATEMENT The above sections contain forward-looking statements as the term is defined in the US Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of events such as new product introductions, product approvals and financial performance. Such forward-looking statements are subject to risks, uncertainties and inaccurate assumptions. This may cause actual results to differ materially from expectations. Factors that may affect future results include interest rate and currency exchange rate fluctuations, delay or failure of development projects, production problems, unexpected contract breaches or terminations, government-mandated or market-driven price decreases for Novo Nordisk's products, introduction of competing products, Novo Nordisk's ability to successfully market both new and existing products, exposure to product liability and other lawsuits, changes in reimbursement rules and governmental laws and related interpretation thereof, and unexpected growth in costs and expenses. Risks and uncertainties are further described in reports filed by Novo Nordisk with the US Securities and Exchange Commission (SEC) including the company's Form 20-F, which was filed on 6 February 2006. Please also refer to the section 'Risk Management' in the Annual Report 2005. Novo Nordisk is under no duty to update any of the forward-looking statements or to conform such statements to actual results, unless required by law. Novo Nordisk is a healthcare company and a world leader in diabetes care. The company has the broadest diabetes product portfolio in the industry, including the most advanced products within the area of insulin delivery systems. In addition, Novo Nordisk has a leading position within areas such as haemostasis management, growth hormone therapy and hormone replacement therapy. Novo Nordisk manufactures and markets pharmaceutical products and services that make a significant difference to patients, the medical profession and society. With headquarters in Denmark, Novo Nordisk employs approximately 22,000 full-time employees in 79 countries, and markets its products in 179 countries. Novo Nordisk's B shares are listed on the stock exchanges in Copenhagen and London. Its ADRs are listed on the New York Stock Exchange under the symbol 'NVO'. For more information, visit novonordisk.com. For further information please contact: Media: Investors: Outside North America: Outside North America: Mike Rulis Mogens Thorsager Jensen Tel: (+45) 4442 3573 Tel: (+45) 4442 7945 Christian Qvist Frandsen Tel: (+45) 4442 6175 In North America: In North America: Lori Moore Mads Veggerby Lausten Tel: (+1) 609 919 7991 Tel: (+1) 609 919 7937 Stock Exchange Announcement no 12 / 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized. Date: February 21 2006 NOVO NORDISK A/S --------------------------------------------------- Lars Rebien Sorensen, President and Chief Executive Officer