Amended Statement of Beneficial Ownership (sc 13d/a)
July 20 2017 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Merus N.V.
(Name of Issuer)
Common Shares, nominal value 0.09 per share
(Title of Class of Securities)
N5749R100
(CUSIP Number)
Peter Haahr
Novo Holdings A/S
Tuborg
Havnevej 19
Hellerup, Denmark DK-2900
+45 3527 6592
Copy
to:
B. Shayne Kennedy, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20
th
Floor
Costa Mesa, CA 92626
Telephone: (714) 540-1235
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 11, 2017
(Date of
Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1.
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Name of
Reporting Person:
Novo Holdings A/S
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2.
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Check the Appropriate Box if a
Member of Group (See Instructions):
(a)
☐
(b)
☒
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3.
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SEC Use Only
:
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4.
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Source of Funds:
WC
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d)
or
2(e)
:
☐
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6.
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Citizenship or Place of
Organization:
Denmark
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Number of Shares Beneficially Owned By Each
Reporting Person
With:
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7.
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Sole Voting Power:
1,410,417
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8.
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Shared Voting Power:
0
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9.
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Sole Dispositive Power:
1,410,417
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10.
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Shared Dispositive Power:
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,410,417
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
In Row (11):
7.3% (1)
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14.
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Type of Reporting Person:
CO
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(1)
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Based upon 19,391,513 shares of the Issuers common shares outstanding on March 31, 2017 as reported in the Issuers Report on Form 6-K filed with the Securities and Exchange Commission (the
Commission
) on July 11, 2017.
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2
This amendment (
Amendment No. 3
) amends the Schedule 13D originally filed with the
Commission on May 26, 2016, as subsequently amended by Amendment No. 1 filed with the Commission on June 2, 2016 and Amendment No. 2 filed with the Commission on March 3, 2017 (collectively, the
Schedule
),
to update the directors and executive officers of the Reporting Person on
Schedule I
and to report a decrease in the beneficial ownership percentage of the Reporting Person resulting from an increase in the Issuers Common Stock
outstanding. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.
Item 2.
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Identity and Background
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Item 2 of the Schedule is amended and replaced in its entirety as follows for
the purpose of updating the directors and executive officers of Novo Holdings A/S and the Foundation listed on Schedule I:
(a)
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The reporting person is Novo Holdings A/S (
Novo Holdings A/S
), a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the
Foundation
), a Danish commercial
foundation. Novo A/S changed its name to Novo Holdings A/S on June 23, 2017. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for
managing the Foundations assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by
Novo Holdings A/S.
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The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth
on
Schedule I
to this Amendment No. 3.
(b)
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The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.
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The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on
Schedule I
to this Amendment No. 3.
(c)
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Novo Holdings A/S manages the Foundations assets, provides seed and venture capital to development stage companies and invests in
well-established
companies within the life
science and biotechnology sector.
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The Foundation is a Danish self-governing and profit-making foundation, whose objectives
are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.
(d)
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Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in
Schedule I
has been convicted in any criminal proceedings.
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(e)
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Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in
Schedule I
was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 5.
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Interest in Securities of the Issuer
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Item 5(a) of the Schedule is amended and replaced in its entirety
as follows:
(a) Novo Holdings A/S beneficially owns 1,410,417 Common Shares (the
Novo Shares
)
representing approximately 7.3% of the Issuers outstanding Common Shares, based on 19,391,513 Common Shares of the Issuer outstanding on March 31, 2017 as reported in the Issuers Report on Form 6-K filed with the Commission on
July 11, 2017.
3
Item 5(b) of the Schedule is amended and replaced in its entirety as follows:
(b) Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings
A/S, through its Board of Directors (the
Novo Board
), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard, Lars Rebien
Sorensen and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or
reportable pecuniary interest in the Novo Shares. Except as described in this Amendment No. 3, neither the Foundation, Novo Holdings A/S nor their respective directors or executive officers has the power to direct the vote as to, or the
disposition of the Novo Shares.
4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated: July 19, 2017
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Novo Holdings A/S
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/s/ Peter Haahr
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By:
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Peter Haahr
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Its:
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Chief Financial Officer
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Schedule I
Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.
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Novo Holdings
A/S
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Name, Title at Novo Holdings A/S
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Address
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Principal Occupation
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Citizenship
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Sten Scheibye
Chairman of the Board
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Rungsted Strandvej 197C
2960 Rungsted
Kyst
Denmark
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Professional Board Director
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Denmark
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Göran Ando
Director
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Essex Woodlands
Berkeley Square House
Berkeley Square
London, W1J 6BD
United Kingdom
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Self-employed
Professional Board
Director
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Sweden
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Jeppe Christiansen
Director
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Kollemose 37
2830 Virum
Denmark
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Chief Executive Officer
Fondsmaeglerselskabet
Maj Invest A/S
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Denmark
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Steen Riisgaard
Director
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Hestetangsvej 155
3520 Farum
Denmark
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Professional Board Director
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Denmark
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Per Wold-Olsen
Director
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T7B22 Favray Court
Tigne Point
TP01
Malta
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Professional Board Director
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Norway
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Lars Rebien Sørensen,
Director
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Søllerødvej 83
2840 Holte
Denmark
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Professional Board Director
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Denmark
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Kasim Kutay
Chief Executive Officer of Novo
Holdings A/S
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Bredgade 63, 3.th.
1260 Copenhagen K
Denmark
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Chief Executive Officer of Novo Holdings A/S
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British
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Peter Haahr
Chief Financial Officer of Novo
Holdings A/S
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Ordrup Have 21
2900 Charlottenlund
Denmark
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Chief Financial Officer of Novo Holdings A/S
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Denmark
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Thomas Dyrberg
Managing
Partner-Ventures
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Bengtasvej 9a
2900 Hellerup
Denmark
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Managing Partner-Ventures of Novo Holdings A/S
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Denmark
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Michael Shalmi
Managing Partner
Large Investments
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Stigårdsvej 4
2900 Hellerup
Denmark
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Head of Large Investments, Novo Holdings A/S
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Denmark
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Dorte Barlebo Madsen
Head of People &
Organisation,
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Hoffmeyersvej 13
2000 Frederiksberg
Denmark
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Head of People & Organisation, Novo Holdings A/S
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Denmark
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Morten Beck Jørgensen
Managing Director,
Novo Financial Investments
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Ellesøpark 20, 2950 Vedbæk
Denmark
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Managing Director, Novo Holdings A/S Financial Investments
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Denmark
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Søren Møller
Managing Partner,
Novo Seeds
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Ved Furesøen 9
2840 Holte
Denmark
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Managing Partner, Novo Seeds, Novo Holdings A/S
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Denmark
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Novo Nordisk Foundation
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Name, Title at Novo Nordisk Foundation
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Address
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Principal Occupation
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Citizenship
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Sten Scheibye
Chairman of the Board
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Rungsted Strandvej 197C
2960 Rungsted Kyst
Denmark
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Professional Board Director
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Denmark
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Bo Ahrén
Director
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Merkuriusgatan 11
S-224
57 Lund
Sweden
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Professor of Medicine and Vice Chancellor, Lund University
Lund, Sweden
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Sweden
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Lars Rebien Sørensen
Director
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Søllerødvej 83
Søllerød
2840 Holte
Denmark
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Professional Board Director
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Denmark
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Lars Fugger
Director
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Staunton Road 72
OX3 7TP
Great Britain
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Professor, John Radcliffe Hospital
University
of Oxford, Oxford,
Great Britain
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Denmark
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Anne Marie Kverneland
Director
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Nybrovej 216
2800 Kgs. Lyngby
Denmark
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Laboratory Technician
Novo Nordisk A/S
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Denmark
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Lars Bo Køppler
Director
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Anemonevej 7
3550 Slangerup
Denmark
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Technician
Novozymes A/S
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Denmark
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Désirée J. Asgreen
Director
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Strandhaven 105
2665 Vallensbæk
Strand
Denmark
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Project Director
Novo Nordisk A/S
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Denmark
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Marianne Philip
Director
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Tranegårdsvej 5
2900 Hellerup
Denmark
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Attorney
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Denmark
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Steen Riisgaard
Vice Chairman of the
Board
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Hestetangsvej 155
3520 Farum
Denmark
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Professional Board Director
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Denmark
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Birgitte Nauntofte
Chief Executive
Officer
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Engbakkevej 24
2920 Charlottenlund
Denmark
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Chief Executive Officer
Novo Nordisk
Foundation
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Denmark
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