**Exhibit4.14**

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| **Confidential** | ** ** | **Execution Copy** |
|------------------|------------|--------------------|

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| Crucell N.V.                                                  |   |
|---------------------------------------------------------------|--------|
| Confidential Materials Omitted and  Filed Separately with the |   |
| Securities and Exchange Commission.                           |   |
| Confidential  Portions denoted by ***                         |   |

 

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**SHAREHOLDER AGREEMENT**

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**SEPTEMBER 28, 2009**

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**between**

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**JHC NEDERLAND B.V.**

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**and**

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**CRUCELL N.V.**

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** **

****

 

**Allen & Overy LLP**

 

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**CONTENTS**

 
| **Section**  | ** **                        | **Page** |
|--------------|-----------------------------------|----------|
| 1.           | Interpretation                    |     | 1 |
| 2.           | Effect                            |     | 1 |
| 3.           | Standstill                        |     | 1 |
| 4.           | Restrictions on Transfer          |     | 3 |
| 5.           | Pre-emptive Rights                |     | 3 |
| 6.           | Investor Approval Rights          |     | 5 |
| 7.           | Anti-Dilution Protection          |     | 5 |
| 8.           | Drag Along Right                  |     | 7 |
| 9.           | Tax and Accounting Matters        |     | 8 |
| 10.          | Fees and Costs                    |     | 10 |
| 11.          | Confidentiality and Announcements |     | 10 |
| 12.          | Notices                           |     | 10 |
| 13.          | Assignments                       |     | 12 |
| 14.          | General                           |     | 12 |
| 15.          | Whole Agreement                   |     | 13 |
| 16.          | No Rescission                     |     | 13 |
| 17.          | Governing Law and Jurisdiction    |     | 13 |
| 18.          | Language                          |     | 15 |
| ** **   |                              |     |   |
| **Schedule** |                              |     |
| ** **   |                              |     |   |
| 1.           | Interpretation                    |     | 18 |

 

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**THIS AGREEMENT** (the **Agreement**) is made on September 28, 2009,

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**BETWEEN:**

 

(1)                                 **JHC NEDERLANDB.V.**, a private company with limited liability incorporatedunder the laws of the Netherlands, with its corporate seat in Amersfoort andits principal offices located at Dr Paul Janssenweg 150, 5026 RH Tilburg, theNetherlands, registered with the trade register under number 18039770 (**Investor**); and

 

(2)                                 **CRUCELL N.V.**, a public limitedliability company incorporated under the laws of the Netherlands, with itscorporate seat in Leiden and its principal offices located at Archimedesweg 4,2333CN Leiden, the Netherlands, registered with the trade register under number28087740 (the **Company**).

 

Each of the parties mentioned under(1) and (2) hereinafter referred to as a **Party**,and collectively as the **Parties**.

 

**BACKGROUND:**

 

(A)                               Concurrentlywith the entering into of this Agreement the Parties are entering into anequity purchase agreement (the **Equity Purchase Agreement**)pursuant to which Investor is acquiring upon Closing 14,626,984 new OrdinaryShares (the **Shares**).

 

(B)                               It is acondition to the Equity Purchase Agreement that the Parties enter into thisAgreement.

 

(C)                               In thisAgreement, the Company and Investor wish to set forth certain arrangements inrespect of Investor’s shareholding in the Company.

 

**IT IS AGREED** as follows:

 

**1.**                                     INTERPRETATION

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In addition to terms defined elsewherein this Agreement, the definitions and other provisions in **Schedule 1**(Interpretation) apply throughout this Agreement.

 

**2.**                                     EFFECT

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2.1                              This Agreementwill become effective as of Closing.

 

**3.**                                     STANDSTILL

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3.1                              For a periodof three (3) years from the Closing Date (the **StandstillPeriod**), Investor will not, and will cause its Affiliates not to,without the prior written approval of the Company or as otherwise provided inthis Section 3, directly or indirectly, (x) purchase or acquireQualified Securities, or (y) commence a Public Offer if, in either case,the consummation of such purchase or acquisition or Public Offer would resultin Investor and its Affiliates in the aggregate Beneficially Owning (assumingthe exercise, exchange or conversion of all securities exercisable orexchangeable for or convertible into or otherwise giving the holder thereof anyrights in respect of Company Voting Securities held by them), directly orindirectly, greater than 18% of the issued and outstanding Company VotingSecurities (assuming the exercise, 

 

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exchange or conversion of allsecurities exercisable or exchangeable for or convertible into or otherwisegiving the holder thereof any rights in respect of Company Voting Securitiesheld by Investor and its Affiliates) (the **Ownership Limit**);provided that no purchase or acquisition of Qualified Securities shallbe deemed to occur solely due to (a) an exchange of Ordinary Shares forADS or ADS for Ordinary Shares, a stock split, reverse stock split,reclassification, reorganization or other transaction by the Company affectingthe Company Voting Securities generally, (b) a stock dividend or other prorata distribution by the Company to holders of the outstanding CompanyVoting Securities or (c) any other change in the outstanding number ofCompany Voting Securities;****and providedfurther that nothing in clause (y) above shall prevent Investor orany Affiliate of Investor from communicating with the Company to requestpermission to make a Public Offer or negotiate the terms of a Public Offer solong as neither the fact that such communication or request has been made orany of the terms thereof or facts with respect thereto are publicly disclosed,directly or indirectly, by Investor or any of its Affiliates prior to the timeany such Public Offer is publicly announced by the Company and Investor for thefirst time (*eerste aankondiging*) in accordance withthe Dutch public offer rules.

 

3.2                              For theavoidance of doubt and notwithstanding anything in Section 3.1 to thecontrary, nothing in this Section 3 shall prohibit, limit or restrictInvestor and its Affiliates from exercising their respective rights, performingtheir respective obligations or otherwise consummating the transactionscontemplated by this Agreement or the other Transaction Documents, in each casein accordance with the terms thereof.

 

3.3                              Notwithstandinganything in Section 3.1 to the contrary, nothing in this Section 3shall prohibit Investor or any of its Affiliates from acquiring any QualifiedSecurities or the securities of any successor to or person in control of theCompany by or through (i) a diversified mutual or pension fund managed byan independent investment adviser or pension plan established for the benefitof Investor’s or any of its Affiliates’ employees or (ii) any401(k) or similar bona fide benefit plan maintained for the benefit ofemployees of Investor or any of its Affiliates (and, in the case of subsections(i) and (ii) of this sentence, any such Qualified Securities shallnot be considered Beneficially Owned by Investor for purposes of determiningwhether the Ownership Limit has been or would be exceeded for any and allpurposes of this Agreement); provided that, in each case, neitherInvestor nor any of its Affiliates shall in any way request or direct that thetrustee or other administrator of such plan purchase or acquire any QualifiedSecurities. Further, nothing herein shall prevent Investor or any of itsAffiliates from acquiring securities of, or from entering into any merger orother business combination with, another person that Beneficially Owns anyQualified Securities or the securities of any successor to or person in controlof the Company; provided, however, that (x) such personshall have acquired such Qualified Securities or other securities other than incontemplation of Investor or any of its Affiliates acquiring the securities of,or entering into any such merger or other business combination with, suchperson and (y) the Beneficial Ownership of such Qualified Securities orother securities by such person shall not be a primary reason for Investor orany of its Affiliates acquiring the securities of, or entering into any suchmerger or other business combination with, such person.

 

3.4                              The StandstillPeriod will terminate and the provisions of this Section 3 will no longerbe in force and effect in the event that (i) a third party publiclyannounces (*eerste aankondiging*) or makes (*uitbrengen*) a Public Offer, (ii) a third party, or agroup of third parties acting in concert, acquires 18% or more of the issuedand outstanding Qualified Securities, in each case without the consent orrecommendation of the management board or supervisory board of the Company,(iii) the Company intends to enter into or publicly announces that it isconsidering a Business Combination Transaction or a Business CombinationProposal, (iv) the Company enters into a definitive agreement providingfor a Business 

 

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Combination Transaction or (v) theFlu-Mab Agreement and the Innovation Agreement are terminated (other than as aresult of a material breach by Investor).

 

**4.**                                     RESTRICTIONS ON TRANSFER

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4.1                              For a periodof three (3) months following the Closing Date (the **Lock-UpPeriod**), Investor shall not be permitted to, directly or indirectly,sell and/or transfer or otherwise dispose of all or part of the Shares (or ADSacquired in exchange for all or a portion of the Shares) other than as providedin this Agreement (the **Lock-Up**).

 

4.2                              Therestrictions set forth in Section 4.1 above will not apply (i) totransfers to Investor’s Affiliates, subject to such Affiliates adhering to theobligations of Investor under this Agreement including the Lock-Up,(ii) to exchanges of Shares for ADS, and (iii) in the event that the number of issued and outstanding OrdinaryShares (including Ordinary Shares represented by ADS) would be reduced by reason of a tender offer or other repurchase thereofmade by the Company or any of its Subsidiaries and in respect of which Investoris not solicited on a *pro rata* basis,to the extent necessary to prevent the Shares Beneficially Owned by Investorfrom constituting in excess of the Ownership Limit, but only afterall material conditions with respect to such tender offer or other repurchasetransaction (other than any such condition that can be satisfied only at theclosing thereof) have been satisfied or irrevocably waived by the Company; provided,however, that this subsection (iii) shall cease to apply in theevent that Investor acquires (in accordance with the terms of this Agreement)additional Ordinary Shares (including Ordinary Shares represented by ADS),which acquisition results in the shareholding of Investor exceeding theOwnership Limit.

 

4.3                              The Lock-UpPeriod will terminate and the provisions of this Section 4 will no longerbe in force and effect in the event that (i) a third party publiclyannounces (*eerste aankondiging*) a Public Offer oracquires 18% or more of the issued and outstanding Company Voting Securities,in each case, without the consent or recommendation of the management board orsupervisory board of the Company, (ii) the Company intends to enter intoor announces publicly that it is considering a Business Combination Transactionor a Business Combination Proposal or (iii) the Flu-Mab Agreement and theInnovation Agreement are terminated (other than as a result of a materialbreach by Investor).

 

**5.**                                     PRE-EMPTIVE RIGHTS

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5.1                              Subject toSection 5.5, if the Company at any time or from time to time proposes toissue any Qualified Securities (including any issuance of Qualified Securitiesthat results, through a series of one or more related transactions, in theCompany receiving, directly or indirectly, cash for such issuance), the Companyshall, no later than fifteen (15) Business Days prior to the proposedconsummation of such issuance give written notice thereof to Investor (the **Pre-emptive Rights Notice**). Such Pre-emptive Rights Noticeshall contain the amount and class of Qualified Securities to be issued, thepurchase price in respect thereof, the prospective purchasers thereof, ifknown, and any other terms the Company determines are pertinent regarding theproposed issuance and shall also contain an offer to issue to Investor, at thesame purchase price per Qualified Security at which the Company issues suchQualified Securities to the other proposed purchasers thereof, that number ofQualified Securities (the **Pre-emptive Securities**)equal to the product of Investor’s Proportionate Interest multiplied by thetotal number of Qualified Securities being offered (the **Pre-emptiveRights**); provided, however, that the number ofPre-emptive Securities to be offered to Investor pursuant to thisSection 5.1 shall be reduced by the number of Qualified Securities thatInvestor would otherwise have the right to purchase in 

 

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connection with such issuance pursuantto applicable statutory pre-emptive rights (after giving effect to any waiver,in whole or in part, of such statutory pre-emptive rights by the Company’sshareholders, to the extent that such waiver is binding on Investor) or anyother contractual pre-emptive rights that Investor may enforce against theCompany. At any time within fifteen (15) Business Days after receipt of thePre-emptive Rights Notice (the **Pre-emptive Rights Period**)Investor may accept the offer made to it in the Pre-emptive Rights Notice, byfurnishing notice of acceptance thereof to the Company (the **Pre-emptive Rights Acceptance Notice**). Failure by Investorto provide a Pre-emptive Rights Acceptance Notice within the Pre-emptive RightsPeriod shall be deemed to constitute an election by Investor not to exerciseits Pre-emptive Rights.

 

5.2                              If at the endof the Pre-emptive Rights Period less than all of the Pre-emptive Securitiesare accepted for purchase by Investor pursuant to Section 5.1, the Companyshall be entitled to proceed with the issuance of the Pre-emptive Securitiesthat Investor did not accept for purchase pursuant to Section 5.1, onterms not more favourable than (including as to form of consideration), and fora purchase price equal to or higher than, that set forth in Pre-emptive RightsNotice.

 

5.3                              The closing ofthe purchase of Pre-emptive Securities accepted for purchase pursuant toSection 5.1 shall take place together with the closing of theissuance to the other proposed buyer(s) and such purchase shall be at thepurchase price specified in the Pre-emptive Rights Notice paid by wiretransfer of immediately available funds or pursuant to the same terms andconditions offered to the proposed buyer(s) of Qualified Securities setforth in the Pre-emptive Rights Notice, in either case in the appropriateamount or other consideration (or a reasonable monetary equivalent of suchother consideration) as indicated in such notice against delivery ofcertificates or other instruments representing the Pre-emptive Securities sopurchased.

 

5.4                              Investor mayat its discretion by written notice to the Company waive its Pre-emptive Rightsunder this Section 5.1 in whole or in part at any time.

 

5.5                              Notwithstandinganything to the contrary in this Agreement, Investor shall not be grantedPre-emptive Rights with respect to (i) issuances of options to employeesof the Company pursuant to the ESOP, (ii) issuances of Ordinary Sharespursuant to the exercise of options issued under the ESOP; or(iii) issuances of Qualified Securities in connection with the acquisition(whether by merger or otherwise) of all or part of the outstanding capitalstock or assets of a third party; provided such acquisition is on an arm’slength basis, at market conditions and within the boundaries authorized in theCompany’s shareholder meetings; and provided further that no Competitor wouldacquire 18% or more of the issued and outstanding Company Voting Securities(assuming the exercise, exchange or conversion of all securities exercisable orexchangeable for or convertible into or otherwise giving the holder thereof anyrights in respect of Company Voting Securities held by such Competitor or its Affiliates)immediately after such issuance as a result thereof.

 

5.6                              Investor’sPre-emptive Rights shall expire and no longer be available upon Investor(together with its Affiliates) ceasing to have Beneficial Ownership of at least12% of the issued and outstanding Ordinary Shares (including Ordinary Sharesrepresented by ADS); provided that Ordinary Shares issued pursuant toSection 5.5 above shall be disregarded for the purposes of determiningwhether Investor’s Beneficial Ownership falls below 12% of the issued andoutstanding Ordinary Shares (including Ordinary Shares represented by ADS).

 

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**6.**                                     INVESTOR APPROVAL RIGHTS

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6.1                              The Companyshall not, without the prior written approval of Investor: (i) commence atender offer or repurchase of Company Voting Securities if the consummation ofsuch tender offer or repurchase would result in Investor holding more than 18%of the issued and outstanding Company Voting Securities, (ii) grantoptions or other equity awards in excess of the amounts authorized under theESOP, or (iii) amend the Articles of Association in a manner that wouldcreate a new class of securities or make the current rights of the shareholdersmeeting subject to proposals of the management board and/or supervisory boardof the Company or subject to other limitations.

 

6.2                              The approvalrights set forth in Section 6.1 shall expire and no longer be availableupon Investor (together with its Affiliates) ceasing to have BeneficialOwnership of at least 10% of the issued and outstanding Ordinary Shares(including Ordinary Shares represented by ADS); provided that OrdinaryShares issued pursuant to Section 5.5 above shall be disregarded for thepurposes of determining whether Investor’s Beneficial Ownership falls below 10%of the issued and outstanding Ordinary Shares (including Ordinary Sharesrepresented by ADS).

 

**7.**                                     ANTI-DILUTION PROTECTION

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7.1                              If at any timewithin nine (9) months following the Closing Date (the **Anti-Dilution Period**) the Company experiences theconsummation of an Anti-Dilution Acquisition Event or the Company enters intodefinitive documentation with respect to any Business Combination Transactionthat would (or could reasonably be expected to) lead to an Anti-DilutionAcquisition Event, Investor shall receive a cash payment of the Anti-DilutionAmount pursuant to this Section 7 upon consummation of such Anti-DilutionEvent.

 

7.2                              During theAnti-Dilution Period, the Company shall not (i) enter into definitivedocumentation with respect to any Business Combination Transaction that would(or could reasonably be expected to) lead to an Anti-Dilution Acquisition Eventunless the counterparty to such Business Combination Transaction (the **Acquirer**) agrees to be bound by the provisions of this Section 7or (ii) consummate a Business Combination Transaction which would resultin an Anti-Dilution Acquisition Event unless the Anti-Dilution Amount is paidto Investor in connection with such Business Combination Transaction.

 

7.3                              Within five(5) Business Days of the execution of the definitive documentation withrespect to a Business Combination Transaction which will (or could reasonablybe expected to) lead to an Anti-Dilution Acquisition Event, the Company shallprovide written notice (the **Anti-Dilution Notice**)to Investor of such potential Anti-Dilution Acquisition Event, including(i) the Acquisition Price, (ii) the Anti-Dilution Amount, along witha calculation of such Anti-Dilution Amount, (iii) the current marketprices of any securities which may be offered as consideration for the CompanyVoting Securities (including ADS) in the Business Combination Transaction,(iv) the proposed closing date for Business Combination Transaction, and(v) informing Investor that it is entitled to exercise its rights underthis Section 7.

 

7.4                              In the eventthat the Acquisition Price in such Business Combination Transaction is notpayable in cash, marketable securities, or other consideration to which a cashvalue can be readily determined, the Acquirer and Investor shall, for a periodof fifteen (15) Business Days following delivery of the Anti-Dilution Notice,negotiate a mutually acceptable Anti-Dilution Amount to apply to the Shares. Ifthe Acquirer and Investor cannot agree on an acceptable Anti-Dilution Amountprior to the expiration of 

 

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such fifteen (15) Business Day-period,the Acquirer and Investor shall each appoint, within ten (10) BusinessDays after the expiration of such fifteen (15) Business Day-period anindependent investment bank of international standing (any banks so appointed,the **Investor****Expert** and **Acquirer Expert**, respectively, and collectively, the **Experts**) to determine the Fair Value (asdefined below) of the Anti-Dilution Amount.

 

7.5                              For purposesof Section 7.4 above, the **Fair Value**of the Anti-Dilution Amount shall be the average of the values that the Expertsdetermine, in their respective opinions, to be the appropriate dollar amount ofthe Anti-Dilution Amount (expressed in Euros); provided, however,if the difference between fair market values determined by the Experts (eachsuch appraisal, a **Valuation**) isequal to or more than 10% of the higher Valuation, (i) the Experts shalljointly select and engage, within thirty Business Days of the date when theprevious Valuations were submitted, a third independent investment bank ofinternational standing (the **Third Bank**),(ii) such Third Bank shall prepare a Valuation within thirty Business Daysof the date of its engagement, and (iii) the Fair Value of theAnti-Dilution Amount shall be the average of the Valuation determined by theThird Bank and the Valuation of the Expert which is closest in value to theValuation of the Third Bank.

 

7.6                              Within five(5) Business Days of the time of the consummation of an Anti-DilutionAcquisition Event as meant under Section 7.1 through 7.3, the Acquirer (orthe Company under the circumstances set forth in Sections 7.7 or 7.8 below)shall make a cash payment of the Anti-Dilution Amount to Investor, which forthe avoidance of doubt shall be in addition to any amounts Investor may receiveas consideration for the Shares pursuant to the Business CombinationTransaction resulting in the Anti-Dilution Acquisition Event.

 

7.7                              In the eventthat a Public Offer results in an Anti-Dilution Acquisition Event, the Companywill be responsible for paying the Anti-Dilution Amount to Investor inconnection with such Anti-Dilution Acquisition Event in accordance with thisClause 7 and will be bound by the same obligations as the Acquirer set forth inthis Section 7*.*

 

7.8                              In the eventthat a Business Combination Transaction referred to in sub-clause (iii) ofthe definition of Change of Control results in an Anti-Dilution AcquisitionEvent, the Company will be responsible for paying the Anti-Dilution Amount toInvestor in connection with any liquidation or the Company or any distributionsor dividends of the proceeds of such Business Combination Transaction made tothe shareholders of the Company on a pro-rata basis and will be bound by thesame obligation as the Acquirer set forth in this Section 7.

 

7.9                              The Companywill ensure that Investor is allowed to participate in any Business CombinationTransaction which would lead to a Anti-Dilution Acquisition Event and sell allof its Shares in such Business Combination Transaction (or, in the case of anAnti-Dilution Acquisition Event arising by virtue of a transaction described inclause (iii) of the definition of Change of Control, receive dividends ordistributions of the net proceeds of such transaction).

 

7.10                       The Companyagrees that it will not consummate any Anti-Dilution Acquisition Event if as aresult of such Anti-Dilution Acquisition Event (i) the Company and theAcquirer would not be capable of complying with its respective obligationsunder this Section 7, or (ii) Investor would not be allowed toparticipate in such Anti-Dilution Event and sell all of its Shares in suchAnti-Dilution Acquisition Event.

 

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7.11                       Investor mayat its discretion by written notice to the Company waive its entitlement underthis Section 7 in whole or in part at any time.

 

7.12                       The Companyagrees that to the extent that (i) its entry into definitive documentationwith respect to, or consummation of, a proposed Business CombinationTransaction that would lead to an Anti-Dilution Acquisition Event,(ii) the payment of the Anti-Dilution Amount to Investor or(iii) Investor’s participation in a proposed Business CombinationTransaction that would lead to an Anti-Dilution Acquisition Event, is (withrespect to (i), (ii) or (iii) or any other provisions of thisSection 7) not possible without violating Rule 4e-10 of the ExchangeAct (the **Best Price Rule**) or any otherrules or regulations under the Exchange Act and the Dutch FinancialSupervision Act (*Wet op het financieel toezicht*)and the Public Takeover Decree (*Besluit openbare biedingen*)relating to tender offers, the Company shall not pursue or consummate suchtransaction until Investor’s rights under this Section 7 have expired orunless the terms of such transaction are revised such that the proposedBusiness Combination Transaction can be consummated in compliance with thisSection 7 without violating the Best Price Rule or any such relatedprovisions of the Exchange Act or the Dutch Financial Supervision Act (*Wet op het financieel toezicht*) and the Public TakeoverDecree (*Besluit openbare biedingen*). The Companyagrees that nothing in this Section 7 shall be interpreted as requiringthe Company or any counterparty to a Business Combination Transaction toviolate or breach the Best Price Rule or any such related provisions ofthe Exchange Act, the Dutch Financial Supervision Act (*Wet op hetfinancieel toezicht*) and the Public Takeover Decree (*Besluit openbare biedingen*).

 

**8.**                                     DRAG ALONG RIGHT

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8.1                              If the Companyor the Company’s stockholders receive a bona fide Public Offer from a thirdparty (which will not include any Offer by an Affiliate of the Company or anyGroup Company) and (i) the management board and supervisory boards of theCompany have endorsed, approved, recommended or otherwise supported such PublicOffer, (ii) the holders of at least 70% of all issued and outstandingCompany Voting Securities (including those held by Investor and/or its Affiliates)have tendered their shares to the third party in connection with such PublicOffer (a Public Offer meeting the requirements of clauses (i) and(ii) being an **Approved Public Offer**)and (iii) Investor and/or any of its Affiliates do not have a bona fidematching (x) counter Public Offer to the Company’s shareholders or(y) other Business Combination Proposal with the Company pending, Investorand its Affiliates shall agree to tender and sell all of their Ordinary Sharesand/or ADS in such Public Offer pursuant to this Section 8 to the extentpermitted by applicable law and the terms of the Approved Public Offer.

 

8.2                              The Companyshall provide Investor a reasonable detailed description of the Approved PublicOffer, including (i) the proposed time and place of closing, (ii) theconsideration to be received by the stockholders, (iii) the name andaddress of the person making the Approved Public Offer, (iv) any othermaterial terms of the Approved Public Offer (to the extent not sufficiently setout in the offer document related to the approved Public Offer) and(v) confirmation that the Public Offer is an Approved Public Offer (the **Public Offer Notice**).

 

8.3                              Within two(2) Business Days of receipt of such Public Offer Notice, if the offerordeclares the Approved Public Offer unconditional in accordance with the Dutchoffer rules, Investor shall agree, subject to Section 8.1 above, to tenderall of its Ordinary Shares and/or ADS on the terms and conditions of theApproved Public Offer to the extent permitted by applicable law and the termsof the Approved Offer; provided that the payment and other termsapplicable to Investor in the Approved PublicOffer may not be less favourable to Investor than the terms offered to theother holders of Ordinary Shares 

 

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and/or ADS; and providedfurtherthat Investor shall still be entitled to receive the Anti-Dilution Amount inthe event that the Approved Public Offer would result in a Anti-DilutionAcquisition Event in accordance with Section 7.

 

8.4                              Investor shalltake all reasonably necessary actions to consummate the sale of its OrdinaryShares and/or ADS on the terms and conditions set forth in Section 8.3.

 

8.5                              For theavoidance of doubt, except as specifically set forth in this Section 8,Investor and its Affiliates will retain their rights to vote the Shares andmake all decisions with respect to the divestiture of such Shares.

 

**9.**                                     TAX AND ACCOUNTING MATTERS

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9.1                              The Companywill provide and cause each Group Company to provide, upon reasonable priornotice, such information as may be reasonably required to enable Parent and anyof its subsidiaries to accurately and timely comply with such person’s U.S. taxreporting obligations under the Internal Revenue Code of 1986, as amended,arising in connection with its ownership of the Company’s securities,including, but not limited to, each Group Company’s audited financialstatements and the financial statements of any legal entity in which a GroupCompany owns an equity interest. Notwithstandingthe foregoing, the Company shall not be required to provide information that itcannot reasonably obtain with respect to any legal entity that is not a GroupCompany.

 

9.2                              The Companywill, if necessary and upon reasonable prior notice, permit Parent (or itsauthorized representative) reasonable access to examine and copy the books ofaccount, records and other documentation of each Group Company, in each case asmay be reasonably required to verify the information provided pursuant to Section 9.1above.

 

9.3                              The Companywill retain and cause each Group Company to retain all records reasonablyrequired to calculate the earnings and profits of and taxes paid for U.S.federal income tax purposes by each Group Company for so long as Parent owns,directly, indirectly or constructively, at least 10% of the issued andoutstanding Company Voting Securities and, upon reasonable prior notice, topermit Parent (or its authorized representative) reasonable access to copy suchrecords.

 

9.4                              The Companywill notify Parent of any change to the entity classification under U.S.Treasury Regulation Sections 301.7701-2 and -3 of any Group Company.****TheCompany will use reasonable efforts to request the entity classification undersuch U.S. Treasury Regulations of any legal entity in which a Group Companyholds a minority equity interest and notification of any changes to suchclassification.

 

9.5                              In the eventthat Parent is required to account for its investment in the Company under theequity method of accounting (determined in accordance with US GAAP) asapplicable to Parent and subject to applicable law, the Company shall use itscommercially reasonable efforts to:

 

(a)                                 prepare anddeliver to Parent, within 120 calendar days after the end of each fiscal year ofthe Company, the following audited financial statements with respect to theCompany and its Subsidiaries: (i) a consolidated balance sheet of theCompany and its Subsidiaries as of the end of such fiscal year; (ii) aconsolidated income (loss) statement of the Company and its Subsidiaries forsuch fiscal year; (iii) a consolidated statement of cash flows of theCompany 

 

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and its Subsidiaries for such fiscal year, and (iv) aconsolidated statement of changes in shareholders’ equity of the Company andits Subsidiaries for such fiscal year;

 

(b)                                 prepare anddeliver to Parent, within the earlier of (i) sixty (60) calendar daysafter the end of each of the first three fiscal quarters in any fiscal year ofthe Company or (ii) five (5) days after publication and within theearlier of (x) seventy-five (75) calendar days after the end of the fourthfiscal quarter of the Company in any fiscal year of the Company or(y) five days after publication, the unaudited financial information forsuch period in form and substance substantially consistent with the financialinformation historically furnished to the SEC by the Company on Form 20-For, if not furnished to the SEC, in form and substance substantially consistentwith the financial information historically furnished via press release, foreach of the last four fiscal quarters of the Company immediately prior to thedate of this Agreement (as applicable);

 

(c)                                 maintain andcause its Affiliates (including each Group Company) to maintain appropriatebooks and records, in accordance with the requirements of all applicable laws,and provide and cause its Affiliates (including each Group Company) to provideParent, at Parent’s expense, with such access as is reasonably requested byParent to such books of account, records, and other documents (including toexamine, audit, and take excerpts therefrom, and make photocopies thereof),information, and personnel, and use its commercially reasonable efforts toprovide access to its independent certified public accountant, in each case toallow Parent and its employees and accountants to perform any procedures withrespect to information and documents delivered to Parent pursuant to thisAgreement as may be reasonably requested by Parent;

 

(d)                                 at Parent’sexpense, provide all support reasonably requested by Parent to conduct allactivities related to determining the purchase price accounting in accordancewith the equity method of accounting determined in accordance with US GAAP asapplicable to Parent;

 

(e)                                 ensure thatall the consolidated financial statements of the Company are prepared inaccordance with the same system of generally accepted accounting principlesused in the Company’s SEC filings, or, if the Company has ceased making filingswith the SEC, in the same system of generally accepted accounting principlesused to meet the Company’s filing obligations in its country of domicile; and

 

(f)                                     at Parent’sexpense, (i) cooperate, and use its commercially reasonable efforts tocause the Company’s independent certified public accountants to cooperate, withParent, to the extent reasonably requested by Parent, in the preparation ofParent’s public earnings releases or other press releases, Current Reports onForm 8-K, Annual Reports to shareholders, Annual Reports onForm 10-K, Quarterly Reports on Form 10-Q and any other proxy,information and registration statements, reports, notices, prospectuses and anyother filings made by Parent with the SEC, or any other governmental authorityor otherwise made publicly available (collectively, the **Parent Public Filings**), (ii) provideto Parent all information that Parent reasonably requests in connection withany Parent Public Filings or that, in the reasonable judgment of Parent or itslegal counsel, is required to be disclosed or incorporated by reference thereinunder any applicable law, (iii) provide such information to enable Parentto prepare, print and release all Parent Public Filings on a timely basis and(iv) use its commercially 

 

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reasonable efforts to cause the Company’s independentcertified public accountants to consent to any reference to them as experts inany Parent Public Filings required under applicable law.

 

**10.**                              FEES AND COSTS

** **

10.1                       Save asexplicitly provided otherwise in this Agreement or the other TransactionDocuments, or as otherwise specifically agreed in writing by the Parties after the date of this Agreement, each Partyshall pay the costs and expenses incurred by it (and, in the case of Investor,each member of Investor’s Group and, in the case of the Company, each member ofthe Company’s Group) in connection with the preparation, entering into andcompletion of this Agreement.

 

**11.**                              CONFIDENTIALITY AND ANNOUNCEMENTS

** **

11.1                       Neither Partyshall originate any publicity, news release or public statement orannouncement, written or oral, whether to the public or press, stockholders orotherwise, relating to this Agreement, including its existence, the subjectmatter to which it relates, performance under it, or any of its terms, or toany amendment hereto, (each a **Public Announcement**)without the prior written consent of the other Party, save only such PublicAnnouncements that are required by applicable laws or regulations (includingunder the rules of any relevant stock exchange or government agencyregulating trading in securities of a Party or its parent affiliate) to bemade, which Public Announcements shall be brief and factual to the extentpermitted by applicable law.

 

11.2                       If a Partywishes to make a Public Announcement, including as required by law orregulation (including under the rules of any relevant stock exchange orgovernment agency regulating trading in securities of a Party or its parentAffiliate), such Party shall give the other Party advance notice of at leastfive (5) Business Days (or such other time as is reasonably practicable inthe circumstances) and a copy of the proposed Public Announcement, so that theother Party may review such proposed Public Announcement and comment thereon,including to request the removal of or protective treatment for any of itsconfidential information or to correct the use of its name or trademarks. Tothe extent that the other Party requests that any of its confidentialinformation in a proposed Public Announcement be deleted, the Party seeking tomake such announcement shall delete such confidential information, unless legalcounsel to the Party seeking to make the filing reasonably determines that suchinformation is required by law to be included in a required filing, in whichcase such Party shall request protective treatment of such ConfidentialInformation to the extent such treatment would be legally permissible.

 

11.3                       Each Partyshall keep confidential all information provided to it by or on behalf of theother Party, or otherwise obtained by or in connection with this Agreement,which relates to the other Party’s Group or business in accordance with theConfidentiality Agreement, dated as of March 9, 2009, betweenJohnson & Johnson Pharmaceutical Services, LLC, an Affiliate ofInvestor, and the Company, (the **CDA**) whichshall remain in effect in accordance with its terms.

 

**12.**                              NOTICES

** **

12.1                       Any notice orother communication to be given under this Agreement must be in writing andmust be delivered (either by courier or otherwise) or sent by post or facsimileto the Party to whom it is to be given at its address as follows:

 

(a)                                 to Investor at:

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***

 

with a copyto

 

Johnson &Johnson

OneJohnson & Johnson Plaza

NewBrunswick, NJ 08933

***

 

and

 

Johnson &Johnson

OneJohnson & Johnson Plaza

NewBrunswick, NJ 08933

***

 

(b)                                 to the Companyat:

 

Postbus2048, 2301CA Leiden, the Netherlands

***

 

with a copyto

 

***

 

orat any such other address of which it shall have given notice for this purposeto the other parties under this Section. Any notice or other communication sentby post shall be sent by prepaid first class post or registered mail (if thecountry of destination is the same as the country of origin) or by pre-paidairmail (if the country of destination is not the same as the country oforigin).

 

12.2                       Any notice orother communication shall be deemed to have been given:

 

(a)                                 if delivered,on the date of delivery; or

 

(b)                                 if sent byfacsimile, on the date of delivery, or, if that date is not a Business Day, onthe next Business Day; or

 

(c)                                 if sent bypost, on the second Business Day after it was put into the post in case ofinland post and on the fifth Business Day in the case of airmail.

 

12.3                       In proving thegiving of a notice or other communication, it shall be sufficient to prove thatdelivery was made, that confirmation of facsimile transmission was received, orthat the envelope containing the communication was properly addressed andposted by prepaid first class post or registered mail or by prepaid airmail, asthe case may be.

 

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12.4                       ThisSection shall not apply in relation to the service of any claim form,notice, order, judgment or other document relating to or in connection with anyproceedings, suit or action arising out of or in connection with thisAgreement.

 

**13.**                              ASSIGNMENTS

** **

**13.1**                       Neither Party may assign, or transfer any of its rights and/orobligations under this Agreement without the prior written consent of the otherParty, provided that the such consent shall not be unreasonably withheld in theevent Investor and its Affiliates wish toassign, or transferany of their rights and/or obligations under this Agreement to a less than 100%Affiliate and provided the Investor and its 100% Affiliates may assignand/or transfer all or part of their rights and obligations hereunder to any oftheir respective 100% Affiliates without the consent of the Company.

** **

**14.**                              GENERAL

** **

14.1                       This Agreementmay be executed in any number of counterparts (including facsimile copies).This has the same effect as if the signatures on the counterparts were on asingle copy of this Agreement.

 

14.2                       The rights ofeach Party under this Agreement:

 

(a)                                 may be exercised as often as necessary;

 

(b)                                 are cumulative and not exclusive of rights and remedies provided by law;and

 

(c)                                 may be waived only in writing and specifically.

 

Delay in theexercise or non-exercise of any such right is not a waiver of that right.

 

14.3                       Except asexpressly stated in this Agreement, the terms of this Agreement may be enforcedonly by a Party to this Agreement or a Party’s permitted assigns or successors.In the event any third party stipulation (*derdenbeding*)contained in this Agreement is accepted by any third party, such third partywill not become a party to this Agreement.

 

14.4                       If at any timeany provision of this Agreement is or becomes illegal, invalid or unenforceablein any respect under the law of any jurisdiction, this shall not affect orimpair:

 

(a)                                 the legality, validity or enforceability in that jurisdiction of anyother provision of this Agreement; or

 

(b)                                 the legality, validity or enforceability under the law of any otherjurisdiction of that or any other provision of this Agreement.

 

Partiesshall use reasonable efforts to agree a replacement provision that is legal,valid and enforceable to achieve so far as possible the intended effect of theillegal, invalid or unenforceable provision.

 

14.5                       Nothing inthis Agreement limits or excludes any liability for fraud.

 

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**15.**                              WHOLE AGREEMENT

** **

15.1                       NotwithstandingSection 11.3, this Agreement and the other Transaction Documents to whichthe Company and Investor are or will be party, contain the whole agreementbetween the Parties relating to the Transactions and supersede all previousagreements, whether oral or in writing, between the Parties relating to theTransactions. Except as required by statute, no terms shall be implied (whetherby custom, usage or otherwise) into this Agreement.

 

15.2                       Each Partyacknowledges that in agreeing to enter into this Agreement it has not relied onany express or implied representation, warranty, collateral contract or otherassurance (except those set out in any of the Transaction Documents) made by oron behalf of any other Party before the entering into of this Agreement. EachParty waives all rights and remedies which, but for this Section 15.2,might otherwise be available to it in respect of any such representation,warranty, collateral contract or other assurance.

 

15.3                       This Agreementmay only be amended in writing and where such amendment is signed by all theParties.

 

**16.**                              NO RESCISSION

** **

16.1                       The Partieswaive their rights, if any, to in whole or in part annul, rescind or dissolve(e.g. *gehele dan wel partiële ontbinding en vernietiging*)this Agreement. In the event of a breach of this Agreement by any of theParties, the other Party shall be entitled to claim for damages (*schadevergoeding*) and/or specific performance (*nakoming*).

 

**17.**                              GOVERNING LAW AND JURISDICTION

** **

**17.1**                       This Agreement is governed by, and shall be construedin accordance with, the laws of the Netherlands, without application of anyprinciple of conflict of laws that would result in reference to a different law.

** **

**17.2**                       Unless otherwise set forth therein, any power ofattorney or other document executed in connection with this Agreement will begoverned by and construed in accordance with the laws of the Netherlands.

** **

**17.3**                       Any controversy, dispute orclaim arising out of this Agreement, including the Schedules attached hereto,or the interpretation, enforceability, performance, breach, termination orvalidity thereof, including disputes relating to alleged breach or terminationof the foregoing (each a Dispute) shall be resolved pursuantto this Section 17.

** **

**17.4**                       Any Dispute shall be finallyresolved by binding arbitration in accordance with this Section 17 and theInternational Institute for Conflict Prevention and Resolution Rules forNon-Administered Arbitration of International Disputes then in effect (CPR Rules) by either a sole arbitrator in accordance with Section 17.7below or a panel of three (3) arbitrators to be appointed in accordancewith Section 17.6 below (in each case, the Tribunal). The Netherlands Arbitration Institute (NAI) is designated as the Neutral Organization for all purposes for whicha Neutral Organization is required under the CPR Rules. For purposes of thisSection 17, International Rule 7.6 shall be deemed to be amended bydeleting in the second and third lines the words “the Tribunal and”, so that inthe event of a challenge of any arbitrator the members of the Tribunal shall aslong as is practicable remain unaware of the identity of the challenging Party.

 

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**17.5**                       The arbitration shall beconducted in the English language. The seat of the arbitration shall beAmsterdam, the Netherlands. Except as otherwise specified in thisSection 17, the arbitrators shall decide the Dispute in accordance withthe procedural laws of the Netherlands.

** **

**17.6**                       Subject to Section 17.8below, the panel of three arbitrators shall be constituted as follows: Onearbitrator shall be appointed by each Party, and the third, who shall act aschair, shall be appointed by agreement of the Parties. If the Parties areunable to reach agreement on the third arbitrator within 60 days of theselection of the first arbitrator, the third arbitrator will be appointed inaccordance with International Rule 6 of the CPR Rules.

** **

**17.7**                       If after exchange of thenotice of arbitration and the notice of defense it appears that no Party hasdemanded damages greater than $2 million, and that no Party has demandedequitable relief, there shall be a sole arbitrator. Such arbitrator shall beappointed by agreement of the Parties or, if the Parties are unable to reachagreement on the arbitrator within 60 days of the notice of arbitration, thearbitrator will be appointed in accordance with International Rule 6 ofthe CPR Rules.

** **

**17.8**                       All persons appointed to actas arbitrator under this Section 17 shall be lawyers with at least fifteenyears of professional experience and shall be independent of the Parties andimpartial. Candidates for the position of chair of a three-arbitrator panel andcandidates for the position of sole arbitrator may be interviewed byrepresentatives of the parties in advance of their selection, provided that allParties are represented at each interview. A Party may privately interviewcandidates for the position of arbitrator to be appointed by that Party priorto making an appointment to that position, but shall not discuss the merits ofthe Dispute with such candidate beyond providing a sufficient description ofthe nature of the Dispute to permit the candidate to discuss his or herqualifications to sit as an arbitrator. The candidates and appointedarbitrators shall follow the IBA Guidelines on Conflicts of Interest inInternational Arbitration.

** **

**17.9**                       The arbitral tribunal shallconfer with the Parties at the outset of the arbitration to establish atimetable for the arbitration. Absent agreement of the Parties to a longer periodof time, such timetable shall provide for hearings to commence within nine(9) months of the date on which the Tribunal has accepted its appointment.In addition to the CPR rules, the Parties agree that the arbitration shall beconducted according to the IBA Rules on Taking of Evidence inInternational Commercial Arbitration. At the request of any Party, the Tribunalshall direct that a transcript be made of any hearing, and may make provisionfor how the cost of such transcript shall be borne pending allocation of suchcost in the award.

** **

**17.10**                Each party expressly waives any right it may have to a trial by jury ofany Dispute, and also expressly waives any right it may have to seek or to beawarded punitive damages on account of any matter that is the subject of aDispute.

** **

**17.11**                The Tribunal shall endeavor to prepare and submit to the parties itsaward within ninety (90) days of the conclusion of the hearings and completionof any post-hearing submissions. The award of the Tribunal may grant any reliefappropriate under the applicable law, including declaratory relief, injunctiverelief, and specific performance, but may not include any penalty or element ofpunitive or exemplary damages, provided however, that the Tribunal may add tothe actual damages awarded any additional amount(s) specifically permittedto be added by an applicable statute. Any award of money shall bear interestfrom 30 days after the date mentioned in the award**at the lesser of 10% or the maximum rateallowed under applicable law. The Tribunal may award the costs and expenses of the arbitration asprovided in the CPR Rules, but each Party shall bear its own attorneys fees.The award of the Tribunal 

 

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**may be entered and enforced in any court of competent jurisdiction. Acourt called upon to enforce such an award may require the losing Party to paythe reasonable attorney fees and costs of the other Party.**

** **

**17.12**                Any party may seek emergency, interim or provisional relief prior to dateon which the entire Tribunal has accepted its appointment from any court ofcompetent jurisdiction in the Netherlands, without prejudice to the agreementto arbitrate contained in this Section. After the date on which the entireTribunal has accepted its appointment, any request for such relief shall beaddressed to the arbitral Tribunal, which shall have the power to enter aninterim award granting any non-monetary emergency, interim or provisionalrelief to which a Party may be entitled under applicable law.

** **

**17.13**                The arbitration proceedings contemplated by this provision shall be asconfidential and private as is permitted by law. In furtherance thereof, theParties shall not disclose the existence, content or results of the Dispute orany proceedings conducted in accordance with this Section 17 except asherein provided. Any settlement agreement or arbitral award, and any materialsspecifically prepared in connection with the arbitration or any proceedingsleading to settlement, shall not be admissible in any other proceeding.Notwithstanding the foregoing, this confidentiality provision shall not preventa petition to vacate or enforce a settlement agreement or arbitral award, andshall not bar disclosures necessary or desirable in connection therewith, norany disclosures required by law. Any award resulting from the proceedingsconducted pursuant to this Section 17 shall have no preclusive effect onany matter involving third parties.

** **

**18.**                              LANGUAGE

** **

18.1                       The languageof this Agreement is English and all notices to be given in connection withthis Agreement must be in English. All demands, requests, statements,certificates or other documents or communications to be provided in connectionwith this Agreement must be in English or accompanied by a certified Englishtranslation; in this case the English translation prevails unless the documentor communication is a statutory or other official document or communication.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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AS WITNESS this Agreement hasbeen signed by the Parties (or their duly authorised representatives) on thedate stated at the beginning of this Agreement.

 

 
| **JHC  NEDERLAND B.V.** |   | **CRUCELL N.V.** |
|-------------------------|--------|------------------|
|                    |   |             |
|                    |   |             |
| By:                     |   |             | By: |   |
|                    |   |             |   |   |
| Name:                   |   |             | Name: |   |
|                    |   |             |   |   |
| Title:                  |   |             | Title: |   |
|                    |   |             |   |   |
| Date:                   |   |             | Date: |   |
|                    |   |             |
|                    |   |             |
| **JHC  NEDERLAND B.V.** |   |             |
|                    |   |             |
|                    |   |             |
| By:                     |   |             |   |
|                    |   |             |   |
| Name:                   |   |             |   |
|                    |   |             |   |
| Title:                  |   |             |   |
|                    |   |             |   |
| Date:                   |   |             |   |

 

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Signature Page to ShareholderAgreement

 

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**SCHEDULE 1**

 

**INTERPRETATION**

** **

1.            Terms Defined:

 

**Acquirer** has the meaning set forth inSection 7.2;

 

**Acquirer Expert** has themeaning set forth in Section 7.4;

 

**Acquisition Price**has themeaning set forth in the definition of Anti-Dilution Acquisition Event;

 

**ADS**means the American DepositaryShares of the Company;

 

**Affiliate** means with respect to a specified Party, any corporation, partnership, or other business or legalentity that, directly or indirectly, controls, is controlled by, or is undercommon control with such Party. The term “control” means, for purposes of thisdefinition, the possession, direct or indirect, of the power to direct or causethe direction of the management and policies of an entity, whether through theownership of voting securities or by contract. Control will be presumed if oneentity owns, either of record or beneficially, fifty percent (50%) or more ofthe capital stock or share capital entitled to vote for the election ofdirectors of the entity or fifty percent (50%) or more of equity or votinginterest of the entity;

 

**Agreed Form **means,in relation to any document, the form of that document which has beeninitialled for the purpose of identification by the Company and Investor;

 

**Agreement** has the meaning set forth inthe introduction of this Agreement;

 

**Anti-Dilution Acquisition Event** means a Change of Control under circumstances in which the Company Voting Securitiesare converted into or are otherwise entitled to receive cash or otherconsideration with a per share value, determined as of the date of consummationof the Change of Control, (the amount per share so determined, the **Acquisition Price**), that is less than theIssue Price (as adjusted to take into account any exchange of Ordinary Sharesfor ADS or ADS for Ordinary Shares, stocksplit, reverse stock split, reclassification, reorganization or othertransaction by the Company affecting the Company Voting Securities generally). In the event the Acquisition Price is denominated in acurrency other than Euros, for purposes of determining the Acquisition Pricehereunder, the applicable cash amount shall be converted into Euros at the thenprevailing exchange rate as quoted in the Financial Times on the day on whichthe related Business Combination is consummated, or if such day is not aBusiness Day, as quoted in the Financial Times on the immediately precedingBusiness Day;

 

**Antidilution Amount:**means, withrespect to any Anti-DilutionAcquisition Event, an amount equal to the product of (x) theaggregate number of Company Voting Securities acquired upon consummation ofsuch Anti-Dilution Acquisition Event(not to exceed the number of Company Voting Securities (as adjusted as adjusted to take into account any exchange of Ordinary Shares for ADSor ADS for Ordinary Shares, stocksplit, reverse stock split, reclassification, reorganization or othertransaction by the 

 

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Company affecting the Company VotingSecurities generally)acquired by Investor on Closing pursuant to the Equity Purchase Agreement) and (y) the amount equal to (1) the Issue Price (as adjusted to take into account any exchange of Ordinary Shares for ADSor ADS for Ordinary Shares, stocksplit, reverse stock split, reclassification, reorganization or other transactionby the Company affecting the Company Voting Securities generally minus(2) the applicable Acquisition Price;

 

**Articles of Association**meansthe latest version of the Company’s articles of association;

 

**Beneficially Owned** or **Beneficial Ownership** with respect to any security meanshaving “beneficial ownership” of such subject security, as determined inaccordance with Rule 13d-3 under the Exchange Act, as in effect on thedate of this Agreement, including pursuant to any contract, arrangement or understanding(whether or not in writing), any relationship or otherwise. Without duplicativecounting of the same securities by the same person, securities BeneficiallyOwned by a person shall include all securities Beneficially Owned, directly orindirectly, by such person, any of such person’s Affiliates and any otherperson with which or whom such person or such person’s Affiliates wouldconstitute a “group” within the meaning of Rule 13d-5(b)(1) under theExchange Act. A **Beneficial Owner** of a security is aperson who has Beneficial Ownership of such security;

 

**Best Price Rule **has the meaning set out inSection 7.12;

 

**Business Combination Proposal**means an announcement of and/or a written expression ofinterest in relation to (i) a tender offer, exchange offer or other bonafide offer to acquire, by a person or a group of persons acting in concert,directly or indirectly, 30% or more of the issued and outstanding CompanyVoting Securities (a **Public Offer**),(ii) a proposal or offer for a merger or other business combinationdirectly or indirectly involving the Company that would result in theacquisition, directly or indirectly, of 30% or more of the total voting powerof the Company by a person or a group of persons acting in concert or(iii) a proposal or offer to acquire, by a person or a group of personsacting in concert, directly or indirectly, a significant portion of the assetsof the Company (assets representing in value 30% or more of the Company’s totalassets or assets that generate 30% or more of the Company’s total revenues)(and each of the transactions referred to in this definition will be referredto herein as a **Business Combination Transaction**);

 

**Business Combination Transaction** has the meaning set out in the definition of BusinessCombination Proposal;

 

**Business Day** means a day (other than aSaturday or Sunday) on which banks are generally open in the Netherlands andthe USA for normal business;

 

**CDA** has the meaning set out inSection 11.3;

 

**Change of Control** meansthe acquisition by a person or a group of persons acting in concert, directlyor indirectly, of (i) 50% or more of the issued and outstanding CompanyVoting Securities through a share purchase, tender offer, exchange offer orother bona fide offer to acquire, (ii) 50% or more of the total votingpower of the Company by merger, business combination or otherwise or(iii) all or substantially all of the assets of the Company, in each casein a Business Combination Transaction fully endorsed, approved, recommended orotherwise supported by the Company (i.e. not in a hostile bid scenario);

 

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**Closing**means the issue of the Shares toInvestor in accordance with the terms of the Equity Purchase Agreement;

 

**Closing Date** means the date on which Closingis effected;

 

**Company**has the meaning set out in theintroduction of this Agreement;

 

**Company Voting Securities** means,collectively, (i) the Ordinary Shares (including Ordinary Sharesrepresented by ADS) and (ii) any other securities entitled to vote in thegeneral meeting of shareholders of the Company outstanding at the date ofdetermination (excluding preference shares issued to the Stichting PreferenteAandelen Crucell);

 

**Competitor**means ***

 

**Deed of Issue**meansthe deed of issue pursuant to which the Shares will be issued to Investor atthe Closing. An Agreed Form of the Deed of Issue is attached as Scheduleto the Equity Purchase Agreement;

 

**ESOP** means the remuneration policiesregarding employee and management options as prepared by the remunerationcommittee of the Company, as adopted and amended by the relevant constituenciesfrom time to time, including any long term and short term incentives plansadopted or implemented in accordance therewith;

 

**Experts** has the meaning set forth inSection 7.4;

 

**Equity Purchase Agreement**has themeaning set out in recital (A);

 

**Exchange Act** meansthe U.S. Securities Exchange Act of 1934, as amended;

 

**Fair Value** has the meaning set forth inSection 7.5;

 

**Flu-MAb Agreement** meansthe Collaboration and Commercialization Agreement for Flu-MAb Product betweenthe Parties of the same date as this Agreement;

 

**Group** means in relation to any entityor person, such entity or person and its Affiliates;

 

**Group Companies**meansthe Company and its Subsidiaries, and Group Company means any of them;

 

**Innovation Agreement**meansthe agreement regarding the Innovation, Development and Commercialization ofNovel Drug Products between the Parties of the same date as this Agreement;

 

**Issue Price**has the meaning set out inSection 3.1 of the Equity Purchase Agreement;

 

**Investor**has the meaning set out in theintroduction of this Agreement;

 

**Investor Expert** has themeaning set forth in Section 7.4;

 

**Lock-Up**has the meaning set out inSection 4.1;

 

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**Lock-Up Period**has themeaning set out in Section 4.1;

 

**Ordinary Shares**meansthe ordinary shares of the Company, nominal value of EUR 0.24 each. OrdinaryShares shall also include, where the context so requires, ADS representingOrdinary Shares;

 

**Parent**means Johnson &Johnson, a New Jersey corporation;

 

**Parent Public Filings** has themeaning set forth in Section 9.5(f);

 

**Parties**has the meaning set out in theintroduction of this Agreement;

 

**Pre-emptive Right** has themeaning set out in Section 5.1;

 

**Pre-emptive Rights Acceptance****Notice** has the meaning set out in Section 5.1;

 

**Pre-emptive Rights Notice**has themeaning set out in Section 5.1;

 

**Pre-emptive Rights Period** has themeaning set out in Section 5.1;

 

**ProportionateInterest** means, with respect to any shareholder, the ratio of(a) the number of Company Voting Securities (including Company VotingSecurities represented by ADS) then Beneficially Owned by such shareholder(after giving effect to the exercise, exchange, or conversion of all Companysecurities exercisable or exchangeable for, or convertible into, Company VotingSecurities or ADS then Beneficially Owned by such shareholder) to (b) thetotal number of issued and outstanding Company Voting Securities (includingCompany Voting Securities represented by ADS) then owned by all shareholders(after giving effect to the exercise, exchange, or conversion of all Companysecurities exercisable or exchangeable for, or convertible into, Company VotingSecurities or ADS then Beneficially Owned by such shareholders), and excludingfor purposes of such ratio equity-based awards granted pursuant to the ESOP;

 

**Public Offer** has the meaning set out in thedefinition of Business Combination Proposal;

 

**Qualified Securities** meansany Company VotingSecurities or any securities convertible into, or exercisable or exchangeablefor, or otherwise giving the holder thereof any rights in respect of, CompanyVoting Securities (whether or not the right to convert, exchange, or exerciseis subject to the passage of time, contingencies, or contractual restrictions,or any combination thereof);

 

**Registration Rights Agreement**hasthe meaning ascribed thereto in the Equity Purchase Agreement;

 

**SEC** means the U.S.Securities and Exchange Commission;

 

**Shares**has the meaning set out inrecital (A);

 

**Standstill Period**has themeaning set out in Section 3.1;

 

**Subsidiary** has the meaning as set out inarticle 2:24a of the Dutch Civil Code;

 

**Third Bank** has the meaning set forth inSection 7.5;

 

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**Transactions**meansthe transactions contemplated by the Transaction Documents;

 

**Transaction Documents** means:

 

(a)                                 this Agreement;

 

(b)                                 the Equity Purchase Agreement;

 

(c)                                 the Flu-MAb Agreement;

 

(d)                                 the Registration Rights Agreement;

 

(e)                                 the Innovation Agreement; and

 

(f)                                     the CDA;

 

**Tribunal**has the meaning set forth inSection 17;

 

**US GAAP** means generally accepted accountingprinciples and practices in the United States of America, as in effect fromtime to time; and

 

**Valuation** has the meaning set forth inSection 7.5.

 

2.            In thisAgreement, unless the contrary intention appears, a reference to a Section,sub-section, paragraph, subparagraph, or Schedule is a reference to a Section,sub-section, paragraph, subparagraph, or Schedule of or to this Agreement. TheSchedules form part of this Agreement.

 

3.            The headingsin this Agreement do not affect its interpretation.

 

4.            Any express orimplied reference to an enactment (which includes any legislation in anyjurisdiction) includes references to:

 

(a)           thatenactment as amended, extended or applied by or under any other enactmentbefore Closing;

 

(b)           anyenactment which that enactment re-enacts (with or without modification); and

 

(c)           anysubordinate legislation (including regulations) made (before Closing) underthat enactment, as re-enacted, amended, extended or applied as described inparagraph (a) above, or under any enactment referred to in paragraph(b) above.

 

5.            References toa person shall be construed so as to include any individual, firm, company,corporation, limited liability company, trust, unincorporated organization,entity or division, government, governmental authority, tax authority, state oragency of a state or any joint venture, association, partnership (whether ornot having separate legal personality).

 

6.            A claim,proceeding, dispute, action, or other matter will only be deemed to have beenthreatened if any written demand or statement has been made or any writtennotice has been given.

 

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7.            An actiontaken by a person will be deemed to have been taken in the ordinary course ofbusiness only if such action is consistent with the past practices of suchperson and is taken in the ordinary course of the normal day-to-day operationsof such person.

 

8.            Where anyobligation is qualified or phrased by reference to use reasonable endeavours,best efforts or wording of a similar nature, it means the efforts that a persondesirous of achieving a result would use in similar circumstances to ensurethat such result is achieved as expeditious as possible and, regard shall behad, among other factors, to (i) the price, financial interest and otherterms of the obligation; (ii) the degree of risk normally involved inachieving the expected result; (iii) the ability of an unrelated person toinfluence the performance of the obligation.

 

9.            The singularshall include the plural and vice versa and references to words importing onegender will include both genders.

 

10.          Except asotherwise specifically set forth in this agreement to the contrary, the word“including” will be construed as meaning as “including without limitation”.

 

11.          Notwithstandingthe Section headed “Language”, where in this Agreement a Dutch term isgiven in italics or in italics and in brackets after an English term and thereis any inconsistency between the Dutch and the English, the meaning of theDutch term shall prevail.

 

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