**As filed with the Securities and ExchangeCommission on December 7, 2007**

** **

** **

**UNITED STATES**

**SECURITIES ANDEXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

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**FORM 20-F/A**

 

**(MarkOne)**

** ̈****        Registration statementpursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934**

**OR**

**x****        Annual Report pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934**

**For thefiscal year ended December 31, 2005**

**OR**

**o****        Transition Report pursuantto section 13 or 15(d) of the securities exchange act of 1934**

**Date ofevent requiring this Shell Company Report**

** ̈****        ShellCompany Report pursuant to section 13 or 15(d) of the securities exchange actof 1934**

**Date of event requiring thisShell Company ReportFor the transition period from N/A to N/ACommission file number: 0-30962**

 

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** **

**Crucell N.V.**

(Exact name of Registrant as Specified in its Charter)

 

**Crucell N.V.**

(Translation of Registrant’s Name into English)

 

**The Netherlands**

(Jurisdiction of Incorporation or Organization)

 

**Archimedesweg 4-6, 2333 CN Leiden, The Netherlands**

(Address of Principal Executive Offices)

 

Securitiesregistered or to be registered pursuant to Section 12(b) of the Act.

** **

| **Title  of each class**                                                                     | ** ** | ** **               | **Name  of each exchange on which registered** | ** ** |
|----------------------------------------------------------------------------------------------|------------|--------------------------|------------------------------------------------|------------|
| **American Depositary Shares,  each representing one ordinary share,  par value €0.24** | ** ** | **Nasdaq Global Market** |

 

Securities for which there is a reporting obligationpursuant to Section 12(g) of the Act.

**None**

(Title of Class)

 

(Title of Class)

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act.

**None.**

(Title of Class)

 

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Indicate the number of outstanding shares of each ofthe issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report.

 

**41,440,613 Ordinary Shares**

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes  ̈  Nox

 

If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  ̈  No x

 

Note – checking the box above will not relieve anyregistrant required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes x  No  ̈

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 ofthe Exchange Act. (Check one):

 

Large accelerated filer x                                            Acceleratedfiler  ̈                                              Non-acceleratedfiler  ̈

 

Indicate by check mark which financial statement itemthe registrant has elected to follow. o Item17 x Item 18

 

If this is an annual report, indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).

 

Yes o No x

 

 

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**EXPLANATORY NOTE**

** **

This Amendment No. 3 to Form 20-F is filed solely forthe purpose of revising the Exhibit List contained in Part III, Item 19Exhibits and re-filing Exhibits 4.10 and 4.11 to the annual report on Form 20-Foriginally filed by Crucell N.V. on June 29, 2006 and subsequently amended onJune 20, 2006 and July 6, 2006. The revisions to the Exhibit List are made toclarify the presentation of the list and make clear that Crucell N.V. hasrequested confidential treatment of certain portions of Exhibits 4.10 and 4.11,which confidential portions have been filed separately with the Securities andExchange Commission. This Amendment consists of this explanatory note as wellas revised versions of the Exhibit List and Exhibits 4.10 and 4.11. It does notamend or delete any other part of the annual report on Form 20-F.

 

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**PART III**

** **

**Item19. Exhibits**

** **

See Exhibit List below.

 

3

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**SIGNATURE**

** **

The registrant hereby certifies that it meets all ofthe requirements for filing on Form 20-F and has duly caused and authorized theundersigned to sign this Amendment No. 3 to its annual report on itsbehalf.

 

 
| Crucell  N.V. |
|---------------|
|          |   |   |   |

 
| By:      | /s/ RONALD H.P. BRUS       |     | By:      | /s/ LEONARD KRUIMER        |
|----------|----------------------------|----------|----------|----------------------------|
|     | Ronald H.P. Brus           |     |     | Leonard Kruimer            |
| * * | *Chief  Executive Officer* | * * | * * | *Chief  Financial Officer* |

 

 

Date: December 7, 2007

 

4

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**EXHIBITLIST**

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                                                                                                                                                                                                                                                            |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1.1                 |   | Deed of Incorporation  of the Company (incorporated by reference as Exhibit 3.1 to Crucell N.V.’s  amended Registration Statement on Form F-1/A, as filed with the Securities  and Exchange Commission on October 24, 2000)                                                                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1.2                 |   | Amended Articles of  Association (incorporated by reference as Exhibit 1.2 to Crucell N.V.’s  annual report on Form 20-F, as filed with the Securities and Exchange  Commission on April 14, 2005)                                                                                                                                                                                                    |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.1                 |   | Summary and Lease  Agreement dated November 18, 1998, between IntroGene B.V. and Amboz B.V.  (incorporated by reference as Exhibit 4.1 to Crucell N.V.’s annual report on  Form 20-F, as filed with the Securities and Exchange Commission on June 28,  2001)                                                                                                                                         |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.2                 |   | Summary and Lease  Agreement dated November 27, 1997, between IntroGene B.V. and CAM Implants  B.V. (incorporated by reference as Exhibit 4.2 to Crucell N.V.’s annual  report on Form 20-F, as filed with the Securities and Exchange Commission on  June 28, 2001)                                                                                                                                  |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.3                 |   | Lease Agreement dated  July 1, 2002 between Crucell Holland B.V. and Oppenheim Property Services  B.V. (English translation) (incorporated by reference as Exhibit 4.3 to  Crucell N.V.’s annual report on Form 20-F, as filed with the Securities and  Exchange Commission on April 18, 2003)                                                                                                        |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.4                 |   | Collaboration Agreement  dated December 18, 2002 by and between Crucell N.V. and Crucell Holland B.V.,  and DSM Biologics Holding, Inc., DSM Biologics Company, Inc., and DSM  Biologics Company, B.V. (English translation) (incorporated by reference as  Exhibit 4.4 to Crucell N.V.’s annual report on Form 20-F, as filed with the  Securities and Exchange Commission on April 18, 2003) † |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.5                 |   | Employment Contract  dated June 30, 2006 between Crucell Holland B.V. and R.H.P. Brus  (incorporated by reference as Exhibit 4.5 to Crucell N.V.’s annual report on  Form 20-F, as filed with the Securities and Exchange Commission on June 13,  2007)                                                                                                                                               |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.6                 |   | Employment Contract  dated June 30, 2006 between Crucell Holland B.V. and Prof. Dr. J. Goudsmit  (incorporated by reference as Exhibit 1.2 to Crucell N.V.’s annual report on  Form 20-F, as filed with the Securities and Exchange Commission on June 13,  2007)                                                                                                                                     |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.7                 |   | Employment Contract dated June  30, 2006 between Crucell Holland B.V. and L. Kruimer (incorporated by  reference as Exhibit 1.2 to Crucell N.V.’s annual report on Form 20-F, as  filed with the Securities and Exchange Commission on June 13, 2007)                                                                                                                                                 |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.8                 |   | Collaboration and License  Agreement dated December 31, 2003 by and between Crucell Holland B.V. and  Aventis Pasteur S.A. (now sanofi pasteur) (incorporated by reference as  Exhibit 4.6 to Crucell N.V.’s annual report on Form 20-F, as filed with the  Securities and Exchange Commission on February 27, 2004)†                                                                            |

 

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| **Exhibit  Number** |   | **Description**                                                                                                                                                                                                                                                                            |
|---------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                       |
| 4.9                 |   | Transaction Agreement dated  December 1, 2005 by and between Crucell N.V. and Berna Biotech AG  (incorporated by reference as Exhibit 4.9 to Crucell N.V.’s amended annual  report on Form 20-F/A, as filed with the Securities and Exchange Commission  on June 30, 2006)            |
|                |   |                                                                                                                                                                                                                                                                                       |
| 4.10                |   | Supply Agreement dated November  12, 2001 and the Letter of Amendment to the same Agreement, dated June 18,  2004 between CSL Limited and Berna Biotech Limited*                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                       |
| 4.11                |   | Collaboration Agreement dated  April 30, 2001 between Chiron Behring GmbH & Co. and Rhein Biotech N.V.  and Green Cross Vaccine Corporation*                                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                       |
| 4.12                |   | Turn Key Contract dated August  27, 2005, between Crucell Holland B.V. and Pharmaplan International GmbH (incorporated  by reference as Exhibit 4.12 to Crucell N.V.’s amended annual report on Form  20-F/A, as filed with the Securities and Exchange Commission on June 30,  2006) |
|                |   |                                                                                                                                                                                                                                                                                       |
| 8.1                 |   | List of Subsidiaries of Crucell  N.V. (incorporated by reference as Exhibit 8.1 to Crucell N.V.’s  amended annual report on Form 20-F/A, as filed with the Securities and  Exchange Commission on June 30, 2006)                                                                      |
|                |   |                                                                                                                                                                                                                                                                                       |
| 12.1                |   | Certification of CEO pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                       |
| 12.2                |   | Certification of CFO pursuant to Section  302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                       |
| 13.1                |   | Certification of CEO and CFO  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                   |
|                |   |                                                                                                                                                                                                                                                                                       |
| 99.1                |   | Crucell Code of Ethics  (incorporated by reference as Exhibit 99.4 to Crucell N.V.’s annual report on  Form 20-F, as filed with the Securities and Exchange Commission on February  27, 2004)                                                                                         |

 

Confidential treatment has been granted with respectto portions of the exhibits indicated by a dagger (†). The omitted portionshave been filed separately with the Securities and Exchange Commission.

 

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* Confidential treatmentrequested as to certain portions, which portions have been filed separatelywith the Securities and Exchange Commission by Crucell N.V.

 

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