SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
F-6
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
For
American Depositary
Shares Evidenced by American
Depositary Receipts
Genmab
A/S
(Exact
name of Issuer of deposited securities as specified in its charter)
Denmark
(Jurisdiction
of
Incorporation or organization
of
Issuer)
DEUTSCHE
BANK TRUST COMPANY AMERICAS
(Exact
name of depositary as specified in its charter)
60
Wall
Street, New York, New York 10005
Tel.
No.:
(212) 250-9100
(Address,
including zip code,
and
telephone number of depositary's
principal offices)
DEUTSCHE
BANK TRUST COMPANY AMERICAS
60
Wall
Street
New
York, New York 10005
(212)
250-9100
(Address,
including zip
code, and telephone number of
agent
for service)
Copy
to:
DEUTSCHE
BANK TRUST COMPANY AMERICAS
60
Wall
Street
New
York, New York 10005
It
is
proposed that this filing become effective under Rule 466
:
immediately upon filing ࿇
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
Offering
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-half of one share of Genmab A/S
|
50,000,000
|
$0.05
|
$2,500,000
|
$98.25
|
(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 such Receipts
evidencing such American Depositary Shares.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
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
|
|
|
(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
|
Articles
(12) and (14)
|
|
| (iii) |
Collection
and distribution of dividends
|
Article
(13)
|
|
| (iv) |
Transmission
of notices, reports and proxy soliciting material
|
Articles
(11) and (12)
|
|
| (v) |
Sale
or exercise of rights
|
Articles
(13) and (14)
|
|
| (vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
|
Articles
(13) and (16)
|
|
| (vii) |
Amendment,
extension or termination of the Deposit Agreement
|
Articles
(18) and (19)
|
|
| (viii) |
Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
|
Article
(3)
|
|
| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Articles
(1), (2), (4), (6), (15), (16) and (17)
|
|
| (x) |
Limitation
upon the liability of the Depositary
|
Introductory
paragraph and Articles (1), (2), (4), (7), (16) and
(17)
|
|
| (3) |
Fees
and Charges
|
Article
(20)
|
|
Item
2. AVAILABLE INFORMATION
|
Item
Number and Caption
|
Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
|
||
|
(a) Statement
that the issuer of the deposited securities specified above
currently
furnishes the Securities and Exchange Commission (hereinafter referred
to
as the "Commission") with certain public reports and documents required
by
foreign law or otherwise pursuant to, or otherwise complies with
the
provisions of, Rule 12g3-2(b) under the Securities Exchange Act of
1934
|
Article
(11)
|
||
Prospectus
THIS
PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT
(A)
CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN
ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND
EXCHANGE COMMISSION
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3.
EXHIBITS
(a) Copy
of Agreement - The Agreement between Deutsche Bank Trust Company Americas,
as
depositary (the "Depositary"), and all holders from time to time of American
Depositary Receipts evidencing American Depositary Shares registered hereunder
is contained in the form of the American Depositary Receipt itself, constituting
the Prospectus filed as a part of this Registration Statement.
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance
of
the Depositary Shares registered hereby or custody of the deposited securities
represented thereby. - None.
(c) Any
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. - None.
(d) Opinion
of counsel to the Depositary as to the legality of the securities to be
registered.
(e) Certification
under Rule 466.
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 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 amount of fees charged is 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 a Receipt thirty days before any change in the fee
schedule.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, Deutsche Bank
Trust Company Americas, on behalf of the legal entity created by the agreement
for the issuance of American Depositary Shares, certifies that it has reasonable
grounds to believe that all of 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 June 18, 2008.
|
Legal
entity created by the agreement for the
issuance
of American Depositary Receipts evidencing
American
Depositary Shares for ordinary shares of Genmab A/S
|
||
|
By:
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
Depositary
|
||
| |
|
|
| By: | /s/ James Kelly | |
|
Name:
|
James
Kelly
|
|
| Title: |
Title:
Vice President
|
|
| |
|
|
| By: | /s/ Susan Hayashi | |
|
Name:
|
Susan Hayashi |
|
| Title: | Director | |
II-2
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
|
(a)
|
Form
of ADR
|
|
(d)
|
Opinion
of counsel to the Depositary as to the legality of the securities
to be
registered.
|
|
(e)
|
Rule 466 Certification |
Number
|
Each
American
Depositary
Share represents
One-Half
of One Share
|
DEUTSCHE
BANK TRUST COMPANY AMERICAS
AMERICAN
DEPOSITARY RECEIPT
EVIDENCING
AMERICAN
DEPOSITARY SHARES
FOR
SHARES OF
GENMAB
A/S
(INCORPORATED
UNDER THE LAWS OF DENMARK)
Deutsche
Bank Trust Company Americas, as Depositary (hereinafter referred to as the
Depositary), hereby certifies that (i) at the date hereof there have been
deposited with the Depositary or its agent, nominee, custodian or correspondent
the Shares described above or evidence of the right to receive such Shares;
(ii)
at the date hereof each American Depositary Share evidenced by this Receipt
represents the amount of such securities shown above and deposited or deemed
to
be deposited hereunder as provided in clause (i) above or Article 7 of this
Receipt, as the case may be, (iii) from time to time hereafter, each American
Depositary Share evidenced by this Receipt shall represent such number of Shares
and any and all other shares, stock, securities, cash and/or other property
held
by the Depositary in place thereof or in addition thereto (collectively, the
"Deposited Securities") as provided herein and (iv)
or
registered assigns IS THE HOLDER OF
AMERICAN
DEPOSITARY SHARES evidenced by this Receipt and, except as otherwise herein
expressly provided, is entitled, upon surrender at the office of the Depositary
(the "Depositary's Office"), of this Receipt duly endorsed for transfer, upon
payment of the fees and charges as provided on the reverse of this Receipt
and
in compliance with applicable laws and governmental regulations, at the Holder's
option (1) to delivery at the office of the agent, nominee, custodian or
correspondent of the Depositary, to a person specified by the Holder, of the
amount of Deposited Securities represented hereby or evidence of the right
to
receive the same, or (2) to have such Deposited Securities forwarded at such
Holder's cost and risk to him at the Depositary's Office.
The
term
"Beneficial Owner" shall mean any person who has a beneficial interest in any
American Depositary Share evidenced by this Receipt. The term "Holder" shall
mean the person or persons in whose name this Receipt is registered upon the
books of the Depositary from time to time. The term "Securities Act of 1933"
shall mean the United States Securities Act of 1933, as amended from time to
time. The term "Shares" shall mean ordinary shares of Genmab A/S, heretofore
validly issued and outstanding and fully paid, nonassessable and free of any
pre-emptive rights of the holders of outstanding Shares or hereafter validly
issued and outstanding and fully paid, nonassessable and free of any pre-emptive
rights of the holders of outstanding Shares or interim certificates representing
such Shares.
1. Receipts.
This
Receipt is one of a continuing issue of Receipts, all evidencing rights of
like
tenor with respect to the Deposited Securities, and all issued or to be issued
upon the terms and conditions provided herein, which shall govern the continuing
arrangement by the Depositary with respect to initial deposits as well as the
rights of Holders and Beneficial Owners of Receipts subsequent to such deposits.
The Depositary will not knowingly accept for deposit any Shares required to
be
registered under the provisions of the Securities Act of 1933 unless a
registration statement is in effect as to such Shares. The Depositary assumes
no
liability with respect to the validity or worth of the Deposited Securities.
2. Withdrawal
of Deposited Securities.
The
surrender of outstanding Receipts and the withdrawal of Deposited Securities
may
only be suspended for (i) temporary delays caused by closing the transfer books
of the Depositary or the issuer of the Deposited Securities or the deposit
of
Shares in connection with voting at a shareholders' meeting or the payment
of
dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance
with any U.S. or foreign laws or governmental regulations relating to the
Receipts or to the withdrawal of the Deposited Securities, or (iv) any other
reason that may at any time be specified in paragraph I(A)(1) of the General
Instructions to Form F-6, as from time to time in effect, or any successor
provision thereto. Only whole Shares may be withdrawn.
3. Transfer
of Receipts; Combination and Split-up of Receipts.
Until
the surrender of this Receipt in accordance with the terms hereof, the
Depositary will keep at a designated transfer office in the Borough of
Manhattan, The City of New York, (a) a register for the registration and
registration of transfers of Receipts and where the Holders of Receipts may,
during regular business hours, inspect the transfer books or the list of Holders
of Receipts as maintained by the Depositary. The transfer of this Receipt is
registrable on the transfer books of the Depositary at the Depositary's Office
in the City of New York by the Holder hereof in person or by duly authorized
attorney, upon surrender of this Receipt properly endorsed for transfer or
accompanied by proper instruments of transfer and payment of funds sufficient
to
pay the fees and expenses of the Depositary and any applicable taxes and other
governmental charges and upon compliance with such regulations, if any, as
the
Depositary may establish for such purpose. This Receipt may be split into other
such Receipts, or may be combined with other such Receipts into one Receipt,
representing the same aggregate number of Deposited Securities as were
represented by the American Depositary Shares evidenced by the Receipt or
Receipts surrendered. Upon such split or combination not involving a transfer,
a
charge may be made as provided herein. The Depositary may close the transfer
books at any time or from time to time when deemed expedient by it in connection
with the performance of its duties hereunder, subject to the provisions of
Article 2 hereof.
4. Proof
of Citizenship or Residence.
The
Depositary may require any Holder or Beneficial Owner of Receipts, or any person
presenting securities for deposit against the issuance of Receipts, from time
to
time, to file such proof of citizenship or residence and to furnish such other
information, by affidavit or otherwise, and to execute such certificates and
other instruments as may be necessary or proper to comply with any laws or
regulations relating to the issuance or transfer of Receipts, the receipt or
distribution of dividends or other property, or the taxation thereof or of
Receipts or Deposited Securities, and the Depositary may withhold the issuance
or registration of transfer of any Receipt or payment of such dividends or
delivery of such property from any Holder, Beneficial Owner or other person,
as
the case may be, who shall fail to file such proofs, certificates or other
instruments.
2
5. Transferability
and Record Ownership.
It is a
condition of this Receipt, and every successive Holder and Beneficial Owner
of
this Receipt by accepting or holding the same consents and agrees, that title
to
this Receipt, when properly endorsed or accompanied by proper instrument of
transfer, is transferable by delivery with the same effect as in the case of
a
negotiable instrument; provided,
however,
that
prior to the due presentation of this Receipt for registration of transfer
as
provided in Article 3 hereof, and subject to the provisions of Article 14
hereof, the Depositary, notwithstanding any notice to the contrary, may treat
the person in whose name this Receipt is registered on the books of the
Depositary as the absolute owner hereof for the purpose of determining the
persons entitled to dividends or other distributions or to any notice pursuant
to the terms hereof and for all other purposes.
6. Limitations
on Execution and Delivery, Transfer and Surrender of
Receipts.
Subject
to the provisions of Article 2 hereof, the delivery of Receipts against deposits
of Shares generally or against deposits of particular Shares may be suspended,
or the registration of transfer of Receipts in particular instances may be
refused, or registration of transfer of outstanding Receipts or the combination
or split-up of Receipts generally may be suspended, during any period when
the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary at any time or from time to time
because of any requirement of law or of any government or governmental body
or
commission, or under any provision of this Receipt, or for any other
reason.
7. Pre-Release
of Receipts.
Notwithstanding
any other provision of this Receipt, the Depositary may execute and deliver
Receipts prior to the receipt of Shares (each such transaction hereinafter
referred to as a "Pre-Release"). The Depositary may deliver Deposited Securities
upon the receipt and cancellation of Receipts which have been pre-released,
whether or not such cancellation is prior to the termination of such Pre-Release
or the Depositary knows that such Receipt has been pre-released. The Depositary
may receive Receipts issued by the Depositary in lieu of Shares in satisfaction
of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a
written representation from the person to whom the Receipts are to be delivered
that such person, or its customer, owns the Shares or Receipts to be delivered
in satisfaction of a Pre-Release, as the case may be, (b) at all times fully
collateralized with cash or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days' notice and (d) subject to such further indemnities and credit regulations
as the Depositary deems appropriate. The number of American Depositary Shares
which is outstanding at any time as a result of Pre-Releases will not normally
exceed thirty percent (30%) of the Shares deposited in accordance with the
terms
of Receipts; provided,
however,
that
the Depositary reserves the right to change or disregard such limit from time
to
time as it deems appropriate. The Depositary may retain for its own account
any
compensation earned or received by it in connection with the foregoing.
3
8. Liability
of Holder for Taxes.
The
Depositary shall not be liable for any governmental taxes, assessments or
charges or corporate assessments or charges which may become payable in respect
of the Deposited Securities or Receipts, but a ratable part of any and all
of
the same, whether such tax, assessment or charge becomes payable by reason
of
any present or future tax, statute, charter provision, by-law, regulation or
otherwise, shall be payable by the Holder of this Receipt to the Depositary
at
any time upon request. Upon the failure of the Holder of this Receipt to pay
any
such amount, the Depositary may withhold dividends or other distributions,
or
may sell for the account of such Holder all or any part of the Deposited
Securities represented by the American Depositary Shares evidenced by this
Receipt, and may apply such dividends or other distributions or the proceeds
of
any such sale in payment of such tax, assessment or charge, and the Holder
hereof shall remain liable for any deficiency. If the Depositary determines
that
any distribution in property other than cash on deposited shares is subject
to
any tax that the Depositary or the Custodian is obligated to withhold, the
Depositary may dispose of all or a portion of such property in such amounts
and
in such manner as the Depositary deems necessary and practicable to pay such
taxes, by public or private sale, and the Depositary shall distribute the net
proceeds of any such sale or the balance of any such property after deduction
of
such taxes to the Holders entitled thereto.
9. Representations
and Warranties.
Every
person presenting Shares for deposit shall be deemed thereby to represent and
warrant that such Shares and, if applicable, each certificate therefor, are
validly issued, fully paid, nonassessable and free of any pre-emptive rights
and
that the person making such deposit is duly authorized so to do. Each such
person shall also be deemed to represent that the Shares would not be required
to be registered under the Securities Act of 1933 in connection with the offer
or sale thereof in the United States. Such representations and warranties shall
survive the deposit of such securities and the issuance of
Receipts.
10. Further
Conditions.
This
Receipt is issued subject, and all rights of the Holder and Beneficial Owner
hereof are expressly subject, to the terms and conditions set forth on both
sides of this Receipt, all of which form a part of the agreement evidenced
in
this Receipt and to all of which the Holder and Beneficial Owner hereof by
accepting this Receipt consent and agree.
|
Deutsche
Bank Trust Company Americas,
as Depositary |
||
| |
|
|
| By: | ||
Attest:
The
Depositary's Office is currently located at 60 Wall Street, New York, New York
10005.
4
(REVERSE
OF RECEIPT)
11. Available
Information.
The issuer of the Shares currently furnishes the Securities and Exchange
Commission (hereinafter referred to as the "Commission") with certain public
reports and documents required by foreign law or otherwise pursuant to, or
otherwise complies with the provisions of, Rule 12g3-2(b) under the Securities
Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934"). Should
such issuer become subject to the periodic reporting or other informational
requirements under the Securities Exchange Act of 1934, it will be required
in
accordance therewith to file reports and other information with the Commission.
12. Notices;
Voting Rights.
The
Depositary shall be under no obligation to give notice to the Holder or any
Beneficial Owner of this Receipt of any meeting of shareholders or of any report
of or communication from the issuer of Deposited Securities (hereinafter
referred to as the "Issuer") or of any other matter concerning the affairs
of
such Issuer, except as herein expressly provided. The Depositary undertakes
to
make available for inspection by Holders of the Receipts at the Depositary's
Office any reports and communications received by the Depositary or any agent,
nominee, custodian or correspondent of the Depositary from the Issuer which
were
both (a) received by the Depositary as the holder of the Deposited Securities
and (b) made generally available to the holders of such Deposited Securities
by
the Issuer. Such reports and communications will be available in the language
in
which they were received by the Depositary from the Issuer, except to the
extent, if any, that the Depositary in its sole discretion elects both (i)
to
translate into English any of such reports or communications that were not
in
English when received by the Depositary and (ii) to make any such translation
available for such inspection by Holders of the Receipts. The Depositary has
no
obligation of any kind to translate any of such reports or communications or
to
make any such translation available for inspection. The Depositary shall not
incur any liability to any Holder or Beneficial Owner by reason of any such
translation provided by the Depositary, whether or not such translation was
prepared by the Depositary.
Upon
the
written request of the Holder hereof and the payment to it of any expenses
and
costs involved, the Depositary will endeavor insofar as practicable to exercise
any then existing voting rights with respect to an amount of the deposited
shares represented hereby in accordance with such request.
5
13. Distributions. Until
the
termination of the agreement evidenced in this Receipt in accordance with the
terms hereof, the Depositary shall distribute or otherwise make available to
the
Holder hereof, at a time and in such manner as it shall determine, any cash
dividend, other cash distribution, distribution of shares, subscription or
other
rights, or any other distribution with respect to the amount of Deposited
Securities represented by the American Depositary Shares evidenced hereby,
after
deduction, or upon payment of the fees and expenses of the Depositary described
in Article 20 below, and the withholding of any taxes in respect
thereof;
provided,
however,
that
the Depositary shall not make any distribution which in the opinion of counsel
may violate the Securities Act of 1933 or any other applicable law, and, in
such
cases, the Depositary may sell such shares, subscription or other rights,
securities or other property. In the event that the Depositary elects not to
make any such distribution it will notify Holders of the disposition thereof
and
the proceeds of such sales. Any dividend or other distribution received by
the
Depositary in cash in a currency other than U.S. dollars shall, subject to
the
provisions of the following paragraph, be converted into U.S. dollars and
distributed as herein provided in U.S. dollars. In lieu of distributing
fractional shares, the Depositary may, in its discretion, sell the amount of
securities or property equal to the aggregate of any fractional shares. The
Depositary shall have discretion as to the procedure to be followed in making
subscription or other rights available to any Holder or in disposing of such
rights on behalf of any Holder and making the net proceeds available to such
Holder, provided that if by the terms of such rights offering or for any other
reason it would be unlawful for the Depositary either to make such rights
available to any Holder or dispose of such rights and make the net proceeds
from
the sale of such rights available to such Holder, then the Depositary may allow
such rights to lapse. Sales of subscription or other rights, securities or
other
property by the Depositary may be made at such time and in such manner as the
Depositary may deem advisable, and in such case, the Depositary shall distribute
to the Holder hereof the net proceeds after deduction of the fees and expenses
of the Depositary described in Article 20 below and any applicable withholding
taxes or other governmental charges in respect thereof.
If
the
Depositary shall determine in its sole judgment that any cash distribution
is
not convertible in its entirety or with respect to the Holders of a portion
of
the Receipts on a reasonable basis into U.S. dollars available to it in the
City
of New York, or if any required approval or license of any government or agency
for such conversion is denied or is not obtainable within a reasonable period,
the Depositary may in its discretion make such conversion and distribution
in
U.S. dollars to the extent possible to the Holders entitled thereto, at such
time and rates of conversion as the Depositary shall deem appropriate, and
shall
with respect to any such currency not converted or convertible either (i)
distribute such currency to the Holders entitled thereto or (ii) hold such
currency for the respective accounts of such Holders and distribute appropriate
warrants or other instruments evidencing rights to receive such foreign
currency.
14. Record
Dates.
Whenever
any cash dividend or other cash distribution shall become payable or any
distribution other than cash shall be made, or whenever rights shall be issued,
with respect to Deposited Securities, or whenever the Depositary shall receive
notice of any meeting of holders of Shares or other Deposited Securities, or
whenever it is necessary in the judgment of the Depositary to determine the
Holders of Receipts, the Depositary will fix a record date for the determination
of the Holders generally or the Holders of Receipts who shall be entitled to
receive such dividend, distribution or rights, or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting. Surrender of this Receipt for registration of transfer subsequent
to
any such record date and prior to the date of payment, distribution or meeting
shall not affect the right of the Holder hereof on such record date to receive
such payment or distribution or, subject to Article 12 hereof, to direct the
manner of voting the Deposited Securities represented hereby.
15. Forwarding
and Delivery of Deposited Securities.
At
any
time the Depositary may, in its sole discretion, cause any or all Deposited
Securities to be forwarded at the cost and risk of the Holders of the Receipts
to the Depositary's Office or to any agent, nominee, custodian or correspondent
of the Depositary, to be held by the Depositary, or such agent, nominee,
custodian or correspondent, in which case the Holder hereof shall have, in
lieu
of the option set forth in clauses (1) and (2) of the first paragraph on the
face hereof, the right (i) to receive at no additional cost at the Depositary's
Office or the office of such agent, nominee, custodian or correspondent, as
the
case may be, or (ii) to have forwarded, at the cost and risk of such Holder,
to
or upon the order of such Holder at the address designated by such Holder to
the
Depositary in writing, such amount of Deposited Securities as are represented
hereby upon the surrender of this Receipt properly endorsed or accompanied
by
proper instruments of transfer and upon payment of the applicable fees, taxes
and charges. The Depositary shall not incur any liability to any Holder or
Beneficial Owner of this Receipt by reason of any such forwarding or failure
to
forward any or all Deposited Securities.
6
16. Changes
Affecting Deposited Securities.
Upon (i)
any change in nominal or par value, or any split-up, combination or any other
reclassification, of any Deposited Securities, or (ii) any recapitalization,
reorganization, sale of assets, liquidation, receivership, bankruptcy, merger
or
consolidation affecting the Issuer or to which it is a party, then and in any
such case the Depositary shall have the right to exchange or surrender such
Deposited Securities and accept and hold hereunder in lieu thereof other shares,
securities, cash or property to be issued or delivered in lieu of or in exchange
for, or distributed or paid with respect to, such Deposited Securities. Upon
any
such exchange or surrender, the Depositary shall have the right, in its
discretion, to call for surrender of this Receipt in exchange (upon payment
of
fees and expenses of the Depositary and any applicable taxes and governmental
or
other charges) for one or more new Receipts of the same form and tenor as this
Receipt, specifically describing such new shares, securities, cash or other
property. In any such case the Depositary shall have the right to fix a date
after which this Receipt shall only entitle the Holder to receive such new
Receipt or Receipts.
If
any of
the Deposited Securities are redeemable, the Depositary shall have the rights
set forth in the preceding paragraph. The Depositary shall mail notice of any
redemption of Deposited Securities to the Holders of Receipts, provided that
in
the case of any redemption of less than all of the Deposited Securities, the
Depositary shall draw in such manner as it shall determine an equivalent number
of American Depositary Shares and shall mail notice of redemption only to the
Holders of Receipts evidencing the American Depositary Shares so drawn for
redemption, in whole or in part. The sole right of the Holders of Receipts
evidencing American Depositary Shares designated for redemption after the
mailing of any such notice of redemption shall be to receive the cash, rights
and/or other property applicable to the same, upon surrender to the Depositary
(and upon payment of the fees and expenses of the Depositary and any applicable
taxes and governmental or other charges) of the Receipts evidencing such
American Depositary Shares.
17. Liability
of the Depositary.
The
Depositary assumes no obligation and shall not incur any liability to any Holder
or Beneficial Owner of this Receipt (including, without limitation, liability
with respect to the validity or worth of the Deposited Securities and with
respect to the time and rates for conversion of any foreign currency into U.S.
dollars) except that it agrees to perform its obligations specifically set
forth
in this Receipt without gross negligence or bad faith. In addition, the
Depositary shall not incur any liability to any Holder or Beneficial Owner
of
this Receipt if, by reason of any provisions of any present or future law,
rule
or regulation of the United States of America, or of any state thereof, or
of
any foreign country, or political subdivision thereof or of any governmental
entity or regulatory authority or stock exchange, or by reason of any provision,
present or future, of the charter or certificate of incorporation, memorandum
or
articles of association, statutes, code of regulations, by-laws or resolutions
of the Issuer, the Depositary shall be prevented or forbidden from or subjected
to any civil or criminal penalty or extraordinary expenses on account of doing
or performing any act or thing which by the terms hereof shall be done or
performed; nor shall the Depositary incur any liability to any Holder or
Beneficial Owner hereof by reason of any delay in the performance or
non-performance of any act or thing which by the terms hereof shall be done
or
performed, caused as aforesaid or arising out of any act of God or war or any
other circumstances beyond its control, or by reason of any exercise of, or
failure to exercise, any discretion provided for herein. In no event shall
the
Depositary or any of its agents be liable for any indirect, special, punitive
or
consequential damages.
7
The
Depositary shall not be responsible for any failure to carry out any requests
to
vote or for the manner or effect of any vote made either with or without
request, or for not exercising any right to vote. The Depositary shall be under
no obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any of the Deposited Securities or in respect of the
Receipts which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expenses and liability be furnished
as
often as may be required. The Depositary shall not incur any liability to any
Holder or Beneficial Owner of a Receipt for any action or inaction by it in
reliance upon the advice of or information from legal counsel, accountants,
any
person presenting Shares for deposit, any Holder or Beneficial Owner or any
other person believed by it to be competent to give such advice or information.
The Depositary and any of its affiliates may each become the owner of and deal
in securities of any class of the Issuer and in Receipts.
The
issuer of the Receipts is deemed to be the legal entity resulting from the
agreement evidenced in this Receipt.
18. Amendment
of Receipts.
The form
of the Receipts may at any time and from time to time be amended by the
Depositary in any respect which it may deem necessary or desirable. Any
amendment which shall prejudice any substantial existing right of Holders shall
not become effective as to outstanding Receipts until the expiration of thirty
(30) days after notice of such amendment shall have been given to the Holders
of
outstanding Receipts; provided,
however,
that
such thirty (30) days' notice shall in no event be required with respect to
any
amendment which shall impose or increase any taxes or other governmental
charges, registration fees, cable, telex or facsimile transmission costs,
delivery costs or other such expenses. Every Holder of a Receipt at the time
any
amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the agreement
evidenced in this Receipt as amended thereby. In no event shall any amendment
impair the right of the Holder of any Receipt to surrender such Receipt and
receive therefor the Deposited Securities represented by the American Depositary
Shares evidenced thereby, except in order to comply with mandatory provisions
of
applicable law.
19. Termination
of Agreement and Surrender of this Receipt.
The
Depositary may at any time terminate the agreement evidenced in this Receipt
and
all other Receipts by mailing notice of such termination to the Holders of
all
the Receipts then outstanding at their addresses appearing upon the books of
the
Depositary, at least thirty (30) days prior to the date fixed in such notice
of
termination. On and after such date of termination the Holder hereof, upon
surrender of this Receipt at the Depositary's Office, will be entitled to
delivery of the amount of the Deposited Securities represented by the American
Depositary Shares evidenced hereby at such date of termination upon the same
terms and conditions, upon payment of a fee at the rates provided herein with
respect to the surrender of this Receipt for Deposited Securities and upon
payment of any applicable taxes and governmental or other charges. The
Depositary may convert any dividends received by it in cash after the
termination date into U.S. dollars as herein provided, and after deducting
therefrom the fees and expenses of the Depositary and taxes and other
governmental charges referred to herein, hold the balance of said dividends
for
the pro
rata
benefit
of the Holders of the respective Receipts. As to any Receipts not so surrendered
within thirty (30) days after such date of termination, the Depositary shall
thereafter have no obligation with respect to the collection or disbursement
of
any subsequent dividends or any subscriptions or other rights accruing on the
Deposited Securities. After the expiration of six months from such date of
termination the Depositary may sell any remaining Deposited Securities in such
manner as it may determine appropriate, and may thereafter hold uninvested
the
net proceeds of any such sale or sales, together with any dividends received
prior to such sale or the U.S. dollars received on conversion thereof,
unsegregated and without liability for interest thereon, for the pro
rata
benefit
of the Holders of the Receipts which have not theretofore been surrendered
for
cancellation, such Holders thereupon becoming general creditors of the
Depositary with respect to such net proceeds. After making such sale, or if
no
such sale can be made after the expiration of two years from such date of
termination, the Depositary shall be discharged from all obligations whatsoever
to the Holders and Beneficial Owners of the Receipts except to make
distributions of the net proceeds of sale and of such dividends (after deducting
all fees, charges and expenses of the Depositary) or of the Deposited Securities
in case no sale can be made upon surrender of the Receipts.
8
20. Certain
Fees and Charges of the Depositary.
The
Depositary may charge any party depositing or withdrawing Shares, any party
transferring or surrendering Receipts, any party to whom Receipts are issued
(including issuance pursuant to a stock dividend or stock split or an exchange
of stock or distribution) or Holders, as applicable, (i) fees for the delivery
or surrender of Receipts and deposit or withdrawal of Shares, (ii) fees for
distributing cash, Shares or other property received in respect of Deposited
Securities, (iii) taxes and other governmental charges, (iv) registration or
custodial fees or charges relating to the Shares, (v) cable, telex and facsimile
transmission expenses, (vi) foreign currency conversion expenses and fees,
(vii)
depositary servicing fees and (viii) any other fees or charges incurred by
the
Depositary or its agents in connection with the Receipt program. The
Depositary's fees and charges may differ from those of other depositaries.
The Depositary reserves the right to modify, reduce or increase its fees
upon thirty (30) days' notice to the Holder hereof. The Depositary will
provide, without charge, a copy of its latest schedule of fees and charges
to
any party requesting it.
21. Governing
Law.
This
Receipt shall be interpreted in accordance with, and all rights and obligations
hereunder and provisions hereof shall be governed by, the laws of the State
of
New York applicable to contracts made in and to be performed in that
state.
All
actions and proceedings brought by any Holder or beneficial holder of this
Receipt against the Depositary arising out of or relating to the Shares or
other
Deposited Securities, the American Depositary Shares or the Receipts, or any
transaction contemplated herein, shall be litigated only in courts located
within the State of New York.
EACH
HOLDER AND BENEFICIAL HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN
DEPOSITARY SHARES OR THE RECEIPTS, OR ANY TRANSACTION CONTEMPLATED HEREIN,
OR
THE BREACH HEREOF, INCLUDING WITHOUT LIMITATION, ANY QUESTION REGARDING
EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER
THEORY).
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
NUMBER OF ASSIGNEE
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|
(Please
print or typewrite name
and
address of assignee)
the within American Depositary Receipt and all rights and interests
represented thereby, and hereby irrevocably constitutes and
appoints
attorney, to transfer the same on the books of the within named Depositary,
with full power of substitution in the premises.
Dated
Signature
NOTE:
The
signature to any endorsement hereon must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatsoever.
If
the
endorsement be executed by an attorney, executor, administrator, trustee or
guardian, the person executing the endorsement must give his full title in
such
capacity and proper evidence of authority to act in such capacity, if not on
file with the Depositary, must be forwarded with this Receipt.
All
endorsements or assignments of Receipts must be guaranteed by an "eligible
institution" as such term is defined in Rule 17Ad-15 under the United States
Securities Exchange Act of 1934, having an office or correspondent in The City
of New York.
9
Ziegler,
Ziegler & Associates LLP
Counselor
at Law
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
Telecopier
(212) 319-7605
June
18,
2008
Deutsche
Bank Trust Company Americas, as Depositary
60
Wall
Street
New
York,
New York 10005
American
Depositary Shares
evidenced
by American Depositary Receipts
for
deposited shares of
Genmab
A/S
Dear
Sirs:
Referring
to the Registration Statement on Form F-6 relating to the above-entitled
American Depositary Shares ("ADSs") evidenced by American Depositary Receipts
("ADRs") each ADS representing one-half of one share of Genmab A/S (the
"Company"), a corporation incorporated under the laws of the Kingdom of
Denmark.
We
are of
the opinion that the ADSs covered by the Registration Statement, when issued
in
accordance with the terms of the form of ADR attached as Exhibit (a) to the
Registration Statement, will, when sold, be legally issued and will entitle
the
holders thereof to the rights specified in the form of ADR.
The
foregoing opinion is limited to the Federal laws of the United States and the
laws of the State of New York, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction.
We
hereby
consent to the use of this opinion as Exhibit d of the above-mentioned
Registration Statement. In giving such consent, we do not admit thereby that
we
are within the category of persons whose consent is required under Section
7 of
the Securities Act of 1933, as amended.
|
Very
truly yours,
/s/Ziegler,
Ziegler & Associates LLP
|
Certification
under Rule 466
The
depositary, Deutsche Bank Trust Company Americas, represents and certifies
the
following:
(1)
That
it previously had filed a registration statement on Form F-6 (Assa Abloy
AB
333-150672) that the Commission declared effective, with terms of deposit
identical to the terms of deposit of this registration statement.
(2)
That
its ability to designate the date and time of effectiveness under Rule 466
has
not been suspended.
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| By: |
DEUTSCHE
BANK TRUST COMPANY
AMERICAS, Depositary |
|
| |
|
|
| By: | /s/ James Kelly | |
|
Name:
|
James
Kelly
|
|
| Title: |
Title:
Vice President
|
|
| |
|
|
| By: | /s/ Susan Hayashi | |
|
Name:
|
Susan Hayashi |
|
| Title: | Director | |