**Exhibit 4.6**

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**EMPLOYMENTAGREEMENT**

**BETWEEN**

**1. CRUCELLN.V.**

**AND**

**2. J.GOUDSMIT**

**DATED JUNE30, 2006**

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**CONTENTS**
| **Clause**  | ** ** | ** **                                              | ** ** | **Page** | ** ** |
|-------------|------------|---------------------------------------------------------|------------|----------|------------|
| 1.          |       | Date of Commencement of  Service and Position           |       | 1        |       |
| 2.          |       | Duration of the  Agreement, Notice during its Term      |       | 2        |       |
| 3.          |       | Remuneration                                            |       | 2        |       |
| 4.          |       | Expenses and Company  Car                               |       | 2        |       |
| 5.          |       | Holidays                                                |       | 3        |       |
| 6.          |       | Insurance                                               |       | 3        |       |
| 7.          |       | Sickness                                                |       | 3        |       |
| 8.          |       | Pension                                                 |       | 4        |       |
| 9.          |       | Confidentiality                                         |       | 4        |       |
| 10.         |       | Documents                                               |       | 4        |       |
| 11.         |       | Non-Competition                                         |       | 4        |       |
| 12.         |       | No Additional  Occupation                               |       | 5        |       |
| 13.         |       | Intellectual and  Industrial Property Rights            |       | 6        |       |
| 14.         |       | Severance Arrangement  in a Change in Control Situation |       | 6        |       |
| 15.         |       | Gifts                                                   |       | 6        |       |
| 16.         |       | Miscellaneous                                           |       | 6        |       |
| 17.         |       | Applicable Law, No  Collective Bargaining Agreement     |       | 7        |       |
|        |       |                                                    |       |     |       |
| Signatories |       | 8                                                       |       |

 

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**THE UNDERSIGNED:**

(1)                                  **CRUCELLN.V.**, established at Leiden, represented by R.H.P. Brus and counter signedby Mr. J. Oosterveld as Chairman of the Supervisory Board, hereinafter “Crucell”;

(2)                                  **J.GOUDSMIT,** residing at Koninginneweg 4, 1075 CX Amsterdam, hereinafter“the Executive”;

**WHEREAS:**

TheExecutive has been employed by Crucell or any of its affiliated companies as ofSeptember 1, 2001;

TheGeneral Meeting of Shareholders of Crucell on June 3, 2004 resolved to appointthe Executive as member of the Management Board as per January 26, 2004;

Crucellis a leading biotechnology company developing vaccine and antibody products toprevent and treat infectious diseases;

TheExecutive is fully aware that the business of Crucell requires strictconfidentiality as to everything that is created, developed, prepared,investigated scientifically, organisationally, economically, as well ascommercially;

Theparties to this agreement, thereby superseding previous agreements between themor between the Executive and any of Crucell’s affiliated companies, wish to laydown the conditions which apply to their relationship;

**DECLARE AND HAVE AGREED AS FOLLOWS:**

**1.**                                      DATE OF COMMENCEMENT OF SERVICE AND POSITION

1.1                                 The Executive hasbeen employed by Crucell or any of its affiliated companies as of September 1,2001. He is a member of the Management Board effective as of January 26, 2004,and holds the position of Chief Scientific Officer effective as of September 1,2002.

1.2                                 The Executive’splace of rendering service under this agreement will be the office of theCrucell in Leiden. Crucell will be entitled to change this place afterconsultation with the Executive.

**1.3**                                 TheExecutive is obliged to do or to refrain from doing all that officers insimilar positions should do or should refrain from doing. The Executive shallfully devote himself, his time and his energy to promoting the interest ofCrucell and its affiliated companies. To that effect the Executive is expectedto spend sufficient time in the Netherlands and in such other countries asdeemed commensurate with prevailing business needs.

**1.4**                                 TheExecutive has the obligations which have been or will be imposed by law, by thearticles of association of Crucell and in the regulations for members of theManagement Board as such regulations shall be determined by the SupervisoryBoard of Crucell (the ‘Supervisory Board”) from time to time.

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**1.5**                                 Ifthe Executive is serving as a supervisory director or board member of anothercompany affiliated with Crucell on the basis of his position as member of theManagement Board (so-called “q.q. directorships”), or if the Executive holdsany other position pursuant to his position as member of the Management Board(so-called “q.q.-positions”), he shall instruct to pay the income derived fromthis, if any, into the Treasury of Crucell, unless Crucell decides otherwise.The Executive will not suffer any tax disadvantage.

**2.**                                      DURATION OF THE AGREEMENT, NOTICE DURING ITS TERM

**2.1**                                 Thisagreement is entered into for an indefinite period.

**2.2**                                 Thisagreement shall terminate in any event, without notice being required, on theday that the Executive reaches the pensionable age under the prevailing pensionscheme of Crucell.

**2.3**                                 Theagreement may be terminated by either party with due observance of a notice periodof six months for Crucell and three months for the Executive.

2.4                                 At thetermination of this agreement the Executive shall resign from the q.q.directorships and q.q. positions held by him as referred to in article 1.5 ofthis agreement.

**3.**                                      REMUNERATION

**3.1**                                 Effectiveas per January 1, 2006, the Executive’s base salary, including holidayallowance, amounts to € 330.000,48 gross per year. The base salary, includingholiday allowance, shall be paid in twelve equal instalments at the end of eachmonth. The holiday allowance shall be paid in May each year. Each year theSupervisory Board shall decide whether there is any reason to increase theExecutive’s base salary.

**3.2**                                 TheExecutive is entitled to take part in the Crucell N.V. Executive IncentivePlan, subject to the rules of the Plan, as determined by the Supervisory Board,and established by the General Meeting of Shareholders, from time to time.

**4.**                                      EXPENSES AND COMPANY CAR

**4.1**                                 Tothe extent Crucell has given prior approval for such expenses, Crucell shallreimburse all reasonable expenses incurred by the Executive in the performanceof his duties upon submission of all the relevant invoices and vouchers. TheExecutive shall observe any regulations on reimbursement of expenses asdetermined by Crucell from time to time.

**4.2**                                 TheExecutive shall be provided with a company car by Crucell at no cost to theExecutive (with the proviso that the tax implications are for the account ofthe Executive) on such further conditions as shall be determined by Crucell fromtime to time. In the event of sickness for a period exceeding 6 months, Crucellwill be entitled to reclaim the company car from the Executive, without theExecutive being entitled to any compensation. The Executive shall comply withCrucell’s request to return the car.

4.3                                 Crucell shall paythose costs of a mobile telephone and private fax machine for the Executive,which are in excess of the amount that must be paid by the Executive in orderto avoid tax liability for Crucell, to the extent that those costs arereasonable. The mobile phone and fax will be used for 90% for businesspurposes.

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**5.**                                      HOLIDAYS

**5.1**                                 TheExecutive shall be entitled to 30 working days vacation per year. In takingvacation, the Executive shall duly observe the interests of Crucell. To thateffect the Executive shall be obliged to inform the Management Board in time ofintended vacation periods as well as, afterwards, of vacation taken.

**6.**                                      INSURANCE

**6.1**                                 Crucellshall contribute to the annual gross premium of the Crucell medical insurancetaken out for the Executive and children (as defined in the relevant policy),provided that the Executive joins the collective medical insurance policy takenout by Crucell.

**6.2**                                 Crucellshall pay the annual premium of Crucell’s travel and accident insurance. Thisinsurance shall, if and when the Executive is accepted, provide coverage to theExecutive as mentioned in the relevant policy.

**6.3**                                 Crucellshall take out a Director’s and Officer’s Liability Policy under terms andconditions of state of the art level and continue to have this or a similarpolicy in place in connection with claims made against the Executive alleging awrongful act as defined in such policy from time to time. Crucell shall pay theannual premium.

**7.**                                      SICKNESS

**7.1**                                 Inthe event of sickness as defined in article 7:629 of the Civil Code, theExecutive shall notify Crucell as soon as possible.

**7.2**                                 Inthe event of sickness, Crucell shall pay to the Executive in accordance withthe applicable Crucell policy and procedure.

**7.3**                                 TheExecutive is only entitled to the payments referred to in article 7.2 if and tothe extent that pursuant to the requirements of article 7:629 under 3 through 7and 9 of the Dutch Civil Code, Crucell is under the obligation to pay salary inaccordance with article 7:629, under 1, of the Dutch Civil Code. Subsequentperiods of sickness with intervals of less than 4 weeks are regarded as oneperiod for the purpose of article 7.2.

**7.4**                                 TheExecutive shall not be entitled to the payments referred to in the article 7.2,if and to the extent that in connection with his sickness, he can validly claimdamages from a third party on account of loss of salary and if and to theextent that the payments by Crucell set forth in the article 7.2 exceed theminimum obligation referred to in article 7:629 sub 1 of the Civil Code. Inthis event, Crucell shall satisfy payment solely by means of an advancedpayment on the compensation to be received from the third party and uponassignment by the Executive of his rights to damages vis-à-vis the third partyconcerned up to the total amount of advanced payments made. The advancedpayments shall be set-off by Crucell if the compensation is paid or, as thecase may be, in proportion thereto.

**7.5**                                 Ifthe sickness continues after the first 52 weeks, the Executive shall beeligible to take part in the Crucell’s Corporate Disability Insurance Planunder the conditions set forth in that plan as determined by the SupervisoryBoard from time to time. The premium shall be borne by Crucell.

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**8.**                                      PENSION

**8.1**                                 The Executive and his wifedeclare to be familiar with the executive his pension arrangements withCrucell. The parties agree to fulfill the obligations arising from the pensionletter as attached hereto. The pension letter provides for an overview of therights and obligations of both parties and replaces all former pension benefitpromises made by the employer.

**8.2**                                 The pension letter also refers to the collective pension plan for themembers of the board of Crucell. The Executive will be participating in thispension plan. For a detailed description of the pension benefits arising fromthis top executive collective pension plan we refer to the pension rules ofthis top executive pension plan with Allianz. These pension rules will beprovided  by Crucell.

**9.**                                      CONFIDENTIALITY

**9.1**                                 TheExecutive shall throughout the duration of this agreement and after thisagreement has been terminated for whatever reason, refrain from disclosing inany manner to any individual (including other personnel of Crucell or any of itssubsidiaries or affiliated companies unless such personnel must be informed inconnection with their work activities for Crucell) any information of aconfidential nature concerning Crucell or other companies affiliated withCrucell, which has become known to the Executive as a result of his employmentwith Crucell and of which the Executive knows or should have known to be of aconfidential nature.

**9.2**                                 Ifthe Executive breaches the obligations pursuant to paragraph 1 of this article,the Executive shall contrary to article 7:650, under 3, 4 and 5 of the DutchCivil Code, without any notice of default being required, pay to Crucell foreach breach thereof, a penalty amounting to € 100,000.Alternatively, Crucell will be entitled to claim full damages.

**10.**                               DOCUMENTS

**10.1**                           TheExecutive shall not have nor keep in his possession any documents and/orcorrespondence and/or data carriers and/or copies thereof in any mannerwhatsoever, which belong to Crucell or to other companies affiliated withCrucell and which have been made available to the Executive as a result of hisemployment, except insofar as and for as long as necessary for the performanceof his work for Crucell. In any event the Executive will be obliged to returnto Crucell immediately, without necessitating the need for any request to bemade in this regard, any and all such documents and/or correspondence and/ordata carriers and/or copies thereof at termination of this agreement or onsuspension of the Executive from active duty for whatever reason.

**11.**                               NON-COMPETITION

**11.1**                           TheExecutive shall throughout the duration of this agreement and for a period ofone year after termination hereof not be engaged or involved in any manner,directly or indirectly, whether for the account of the Executive or for theaccount of others, in any activity, business or otherwise, relating to thecommercial application of discovery and development of biopharmaceuticalproducts that utilise the immune system to combat diseases within the fields inwhich Crucell acts, has acted or prepares to act on at the moment therelationship comes to an end. This obligation applies worldwide.

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**11.2**                           Furthermore,the Executive shall throughout the duration of this agreement and for a periodof one year after termination hereof not be engaged or involved in any manner,directly or indirectly, whether for the account of the Executive or for theaccount of others, in the creation, the application for and the recording ofintellectual property rights beyond his proper performance under thisemployment or, after the end thereof, the creation, the application for and therecording of intellectual property rights concerning the existing or futurefield of activities of Crucell.

**11.3**                           TheExecutive shall throughout the duration of this agreement and for a period ofone year after termination hereof not induce or attempt to induce any directoror employee of Crucell or any of its affiliated companies to leave theemployment of Crucell or any of its affiliated companies.

**11.4**                           Inthe event the Executive breaches the obligations as expressed in the paragraph1, 2 and 3 of this article, the Executive shall without notice of default beingrequired, pay to Crucell for each such breach a penalty equal to an amount of €25,000, plus a penalty of € 2,500 for each day such breach occurs andcontinues. Alternatively, Crucell will be entitled to claim full damages.

**12.**                               NO ADDITIONAL OCCUPATION

**12.1**                           TheExecutive shall refrain from accepting remunerated or time consuming non-remuneratedwork activities with or for third parties or from doing business for his ownaccount without the prior written consent of the Supervisory Board. Thisobligation also applies to any direct or indirect financial interest in anycompany or business activity with the exception of ownership of stock traded ona recognised stock exchange as long as the Executive holds less than 5% of suchtraded stock.

**12.2**                           TheSupervisory Board has given consent to the following activities of theExecutive:

(i)                                     The dutiesrelated to the Executive’s chair at the Amsterdam Medisch Centrum on a “nulaanstelling”basis for which duties the Executive shall be granted a paid absence leave fora maximum of 24 days per year, assuming these days will be dividedproportionally over the year;

(ii)                                  The involvementof the Executive with the International AIDS Vaccin Initiative (“IAVI”), forwhich involvement the Executive shall be granted a paid absence leave of 12days per year, excluding travelling days;

(iii)                               The involvementof the Executive as member of the Council of Scientific Advice of Prima Gen, acompany based in Amsterdam, the Netherlands;

(iv)                              The involvementof the Executive in reviewing scientific papers.

The remuneration for theduties/involvement of/in the activities mentioned under (i), (ii), (iii) and(iv), if any, shall be for the Executive and discussed and reported to Crucell’sChief Executive Officer. The activities referred to under (iii) and (iv) shallbe performed in the spare time of the Executive.

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**13.**                               INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

**13.1**                           TheExecutive shall inform Crucell forthwith of every invention, procedure,publication, design, model and in general every creative result in the field ofindustrial or intellectual property attained by the Executive, if and to theextent that it relates to Crucell’s business activities both in the Netherlandsand abroad. If the industrial and intellectual property rights attaching to theinvention, etc. do not automatically accrue to Crucell by virtue of the employmentrelationship, the Executive shall at Crucell’s first request transfer suchrights to Crucell and co-operate fully in recording such rights in the name ofCrucell as exclusive owner, all at the expense of Crucell.

**13.2**                           TheExecutive hereby irrevocably appoints Crucell as his agent for the purpose ofin his name preparing all documents and performing all other acts necessary forthe implementation of the provisions of this article and Crucell is herebyauthorised to appoint a sub-agent for the implementation of the foregoing.

**13.3**                           TheExecutive acknowledges that his remuneration package includes reasonablecompensation for (his contribution to) the creation of intellectual andindustrial property rights.

**14.**                               SEVERANCE ARRANGEMENT IN A CHANGE IN CONTROL SITUATION

**14.1**                           If,within twelve months following a Change in Control, Crucell gives notice oftermination of this employment agreement, and this in a situation in which theExecutive has not given reasons which provide an urgent cause for suchtermination as defined in article 7:678 of the Dutch Civil Code, then theExecutive shall be entitled to a severance payment. “Change in Control” meansthe acquisition by any person, or persons, acting in concert, of more than 50%of the issued share capital of Crucell conferring the right to attend and voteat the General Meetings of Shareholders of Crucell or the substantialreorganisation of Crucell following the sale of the whole or a part of Crucelland resulting in no or a lesser position for the Executive. The severancepayment shall be calculated in accordance with then existing practices in theNetherlands, but shall not be less than an amount equal to 21 months basesalary as defined in article 3.1 at the annual rate of salary payableimmediately before termination.

**15.**                               GIFTS

**15.1**                           TheExecutive shall not in connection with the performance of his duties, directlyor indirectly, accept or demand commission, contributions or reimbursement inany form whatsoever from third parties. This does not apply to customarypromotional gifts with a value not exceeding € 100,-.

**16.**                               MISCELLANEOUS

**16.1**                           Thisagreement supersedes all previous agreements between the Executive and Crucelland between the Executive and any of its subsidiaries or affiliated companiesand takes their place. After this agreement has been signed, the Executive andCrucell can no longer derive any rights from agreements which have beensuperseded herewith.

**16.2**                           Thisagreement constitutes the entire employment agreement between the Executive andCrucell. The Executive is not employed by any subsidiaries or affiliatedcompanies of Crucell.

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**16.3**                           Amendmentsto this agreement may only be agreed upon in writing and with regard toCrucell, solely when a decision to that effect has been taken by the competentbody of Crucell.

**17.**                               APPLICABLE LAW, NO COLLECTIVE BARGAINING AGREEMENT

**17.1**                           Thisagreement is governed by the laws of the Netherlands.

**17.2**                           NoCollective Bargaining Agreement is applicable to this agreement.

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**SIGNATORIES**

Inwitness whereof, this agreement has been signed and executed in duplicate.
| SIGNED by:                               | R.H.P. Brus   |   |   |
|------------------------------------------|---------------|--------|--------|
| For and on  behalf of:                   |          |   |   |
| Crucell N.V.                             |          |   |   |
| date:                                    |          |   |   |
|                                     |          |   |   |
|                                     |          |   |   |
|                                     |          |   |   |
| SIGNED by:                               | J. Goudsmit   |   |   |
| date:                                    |          |   |   |
|                                     |          |   |   |
|                                     |          |   |   |
|                                     |          |   |   |
| SIGNED by:                               | J. Oosterveld |   |   |
| Chairman Supervisory  Board Crucell N.V. |          |   |   |
| date:                                    |          |   |   |
|                                          |               |        |        |  |  |  |  |

 

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