**Exhibit 4.12**

 

**EMPLOYMENT AGREEMENT**

**BETWEEN**

**1. CRUCELL N.V.**

**AND**

**2. C. DE JONG**

**EFFECTIVE AS PER SEPTEMBER 1,2007**

 

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**CONTENTS**

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

 

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**THEUNDERSIGNED:**

 

(1)           **CRUCELLN.V.,** established at Leiden, represented by R.H.P. Brus, hereinafter “Crucell”;

 

(2)           **C. deJong,** residing at Strausslaan 1, 3723 JN Bilthoven, hereinafter “theExecutive”; 

 

**WHEREAS:**

 

TheExecutive will be employed by Crucell or any of its affiliated companies as ofSeptember 1, 2007;

 

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;

 

**DECLAREAND HAVE AGREED AS FOLLOWS:**

** **

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

 

1.1          The Executive willbe employed by Crucell or any of its affiliated companies as ofSeptember 1, 2007. He will be a member of the Management Committee andholds the position of Chief Operating Officer.

 

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          The Executive isobliged to do or to refrain from doing all that officers in similar positionsshould do or should refrain from doing. The Executive shall fully devotehimself, his time and his energy to promoting the interest of Crucell and itsaffiliated companies. To that effect the Executive is expected to spendsufficient time in the Netherlands and in such other countries as deemedcommensurate with prevailing business needs.

 

**Duration of the Agreement, Noticeduring its Term**

 

1.4          This agreement isentered into for an indefinite period with a probation time of two months.

 

1.5          This agreementshall terminate in any event, without notice being required, on the day thatthe Executive reaches the pensionable age under the prevailing pension schemeof Crucell.

 

1.6          The agreement maybe terminated by either party with due observance of a notice period of six monthsfor Crucell and three months for the Executive.

 

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**2.****           ****REMUNERATION**

 

2.1          Effective as perSeptember 1, 2007, the Executive’s base salary, including holidayallowance, amounts to € 300.000 gross per year. The base salary, excludingholiday 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.

 

2.2          The Executive isentitled to take part in the Crucell N.V. Executive Incentive Plan, subject tothe rules of the Plan, as determined by the Supervisory Board, andestablished by the General Meeting of Shareholders, from time to time. Themaximum percentage that can be reached for the short term incentive is 60% ofthe annual base salary (based on company and individual objectives). The longterm incentive can reach a maximum of 26% of the annual base salary.

 

2.3          The Executive isgranted the right to participate in Crucell’s option plan. The Executivereceives 185.000 options to be granted on September 1, 2007. The optiongrant will exclusively be governed by Crucell’s applicable option plan.

 

**3.****           ****EXPENSESAND COMPANY CAR**

 

3.1          To the extentCrucell has given prior approval for such expenses, Crucell shall reimburse allreasonable expenses incurred by the Executive in the performance of his dutiesupon submission of all the relevant invoices and vouchers. The Executive shallobserve any regulations on reimbursement of expenses as determined by Crucellfrom time to time.

 

3.2          If he desires so,the Executive shall be entitled with a company car by Crucell at no cost to theExecutive (with the provision that the tax implications are for the account ofthe Executive) on such further conditions as shall be determined by Crucellfrom time to time. In the event of sickness for a period exceeding 6 months,Crucell will be entitled to reclaim the company car from the Executive, withoutthe Executive being entitled to any compensation. The Executive shall complywith Crucell’s request to return the car.

 

3.3          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 tor 90% for businesspurposes.

 

**4.****           ****HOLIDAYS**

 

4.1          The Executiveshall be entitled to 25 working days vacation per year. In taking vacation, theExecutive shall duly observe the interests of Crucell. To that effect theExecutive shall be obliged to inform the CEO in time of intended vacationperiods as well as, afterwards, of vacation taken.

 

**5.****           ****INSURANCE**

 

5.1          Crucell shall paythe annual premium of Crucell’s travel and accident insurance. This insuranceshall, if and when the Executive is accepted, provide coverage to the Executiveas mentioned in the relevant policy.

 

5.2          Crucell shall takeout a Director’s and Officer’s Liability Policy under terms and conditions ofstate of the art level and continue to have this or a similar policy in placein connection with

 

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claims made against the Executive alleging a wrongful act as defined insuch policy from time to time. Crucell shall pay the annual premium.

** **

**6.****           ****SICKNESS**

 

6.1          In the event ofsickness as defined in article 7:629 of the Civil Code, the Executive shallnotify Crucell as soon as possible.

 

6.2          In the event ofsickness, Crucell shall pay to the Executive in accordance with the applicableCrucell policy and procedure.

 

6.3          The Executive isonly entitled to the payments referred to in article 6.2 if and to the extentthat pursuant to the requirements of article 7:629 under 3 through 7 and 9 ofthe Dutch Civil Code, Crucell is under the obligation to pay salary in accordancewith article 7:629, under 1, of the Dutch Civil Code. Subsequent periods ofsickness with intervals of less than 4 weeks are regarded as one period for thepurpose of article 6.2.

 

6.4          The Executiveshall not be entitled to the payments referred to in the article 6.2, if and tothe extent that in connection with his sickness, he can validly claim damagesfrom a third party on account of loss of salary and if and to the extent thatthe payments by Crucell set forth in the article 6.2 exceed the minimum obligationreferred to in article 7:629 sub 1 of the Civil Code. In this event, Crucellshall satisfy payment solely by means of an advanced payment on thecompensation to be received from the third party and upon assignment by theExecutive of his rights to damages vis-à-vis the third party concerned up to the total amount of advancedpayments made. The advanced payments shall be set-off by Crucell if thecompensation is paid or, as the case may be, in proportion thereto.

 

6.5          If the sicknesscontinues after the first 52 weeks, the Executive shall be eligible to takepart in the Crucell’s Corporate Disability Insurance Plan under the conditionsset forth in that plan as determined by the Supervisory Board from time totime. The premium shall be borne by Crucell.

 

**7.****           ****PENSION**

 

7.1          The Executive willparticipate in the pension scheme of Crucell for Management Committee members.He will contribute 7% of the pensionable salary per year.

 

7.2          The Executive orhis next to kin shall enjoy such pension rights as are determined in theprevailing pension scheme of Crucell.

 

7.3          The Executive isentitled to a two years gross salary in case of death to be paid to hisrightful heirs. Crucell agrees to take out adequate insurance to cover thisrisk.

 

**8.****           ****CONFIDENTIALITY**

 

8.1          The Executiveshall throughout the duration of this agreement and after this agreement hasbeen terminated for whatever reason, refrain from disclosing in any manner toany individual (including other personnel of Crucell or any of its subsidiariesor affiliated companies unless such personnel must be informed in connectionwith their work activities for Crucell) any information of a confidentialnature concerning Crucell or other companies affiliated with Crucell, which hasbecome known to the Executive as a result of his employment with Crucell and ofwhich the Executive knows or should have known to be of a confidential nature.

 

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8.2          If the Executivebreaches the obligations pursuant to paragraph 1 of this article, the Executiveshall contrary to article 7:650, under 3, 4 and 5 of the Dutch Civil Code,without any notice of default being required, pay to Crucell for each breach thereof,a penalty amounting to € 100,000.Alternatively, Crucell will be entitled to claim full damages.

 

**9.****           ****DOCUMENTS**

 

9.1          The Executiveshall not have nor keep in his possession any documents and/or correspondenceand/or data carriers and/or copies thereof in any manner whatsoever, whichbelong to Crucell or to other companies affiliated with Crucell and which havebeen made available to the Executive as a result of his employment, exceptinsofar as and for as long as necessary for the performance of his work forCrucell. In any event the Executive will be obliged to return to Crucellimmediately, without necessitating the need for any request to be made in thisregard, any and all such documents and/or correspondence and/or data carriersand/or copies thereof at termination of this agreement or on suspension of theExecutive from active duty for whatever reason.

 

**10.****         ****NON-COMPETITION**

 

10.1        The Executiveshall throughout the duration of this agreement and for a period of one yearafter termination hereof not be engaged or involved in any manner, directly orindirectly, whether for the account of the Executive or for the account ofothers, in any activity, business or otherwise, relating to the commercialapplication of discovery and development of biopharmaceutical products thatutilise the immune system to combat diseases within the fields in which Crucellacts, has acted or prepares to act on at the moment the relationship comes toan end. This obligation applies worldwide.

 

10.2        Furthermore, 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 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.

 

10.3        The Executiveshall throughout the duration of this agreement and for a period of one yearafter termination hereof not induce or attempt to induce any director oremployee of Crucell or any of its affiliated companies to leave the employmentof Crucell or any of its affiliated companies.

 

10.4        In the event theExecutive breaches the obligations as expressed in the paragraph 1, 2 and 3 ofthis article, the Executive shall without notice of default being required, payto Crucell for each such breach a penalty equal to an amount of € 25,000, plusa penalty of € 2,500 for eachday such breach occurs and continues. Alternatively, Crucell will be entitledto claim full damages.

 

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**11.****         ****NO ADDITIONALOCCUPATION**

 

11.1        The Executiveshall refrain from accepting remunerated or time consuming non-remunerated workactivities with or for third parties or from doing business for his own accountwithout the prior written consent of the Supervisory Board. This obligationalso applies to any direct or indirect financial interest in any company orbusiness activity with the exception of ownership of stock traded on arecognised stock exchange as long as the Executive holds less than 5% of suchtraded stock.

 

**12.****         ****INTELLECTUALAND INDUSTRIAL PROPERTY RIGHTS**

 

12.1        The Executiveshall inform Crucell forthwith of every invention, procedure, publication,design, model and in general every creative result in the field of industrialor intellectual property attained by the Executive, if and to the extent thatit relates to Crucell’s business activities both in the Netherlands and abroad.If the industrial and intellectual property rights attaching to the invention,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.

 

12.2        The Executivehereby irrevocably appoints Crucell as his agent for the purpose of in his namepreparing all documents and performing all other acts necessary for theimplementation of the provisions of this article and Crucell is herebyauthorised to appoint a sub-agent for the implementation of the foregoing.

 

12.3        The Executiveacknowledges that his remuneration package includes reasonable compensation for(his contribution to) the creation of intellectual and industrial propertyrights.

 

**13.****         ****SEVERANCEARRANGEMENT IN A CHANGE IN CONTROL SITUATION**

 

13.1        If, within twelvemonths following a Change in Control, Crucell gives notice of termination ofthis employment agreement, and this in a situation in which the Executive hasnot given reasons which provide an urgent cause for such termination as definedin article 7:678 of the Dutch Civil Code, then the Executive shall be entitledto a severance payment. “Change in Control” means the acquisition by anyperson, or persons, acting in concert, of more than 50% of the issued share capitalof Crucell conferring the right to attend and vote at the General Meetings ofShareholders of Crucell or the substantial reorganisation of Crucell followingthe sale of the whole or a part of Crucell and resulting in no or a lesserposition for the Executive. The severance payment shall be calculated inaccordance with then existing practices in the Netherlands, but shall not beless than an amount equal to 18 months base salary as defined in article 3.1 atthe annual rate of salary payable immediately before termination.

 

**14.****         ****GIFTS**

 

14.1        The Executiveshall not in connection with the performance of his duties, directly orindirectly, accept or demand commission, contributions or reimbursement in anyform whatsoever from third parties. This does not apply to customarypromotional gifts with a value not exceeding €100,-.

 

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**15.****         ****MISCELLANEOUS**

 

15.1        Amendments to thisagreement may only be agreed upon in writing and with regard to Crucell, solelywhen a decision to that effect has been taken by the competent body of Crucell.

 

**16.****         ****APPLICABLELAW, NO COLLECTIVE BARGAINING AGREEMENT**

 

16.1        This agreement isgoverned by the laws of the Netherlands.

 

16.2        No CollectiveBargaining Agreement is applicable to this agreement.

 

**Signatories**

 

In witness whereof, this agreement has beensigned and executed in duplicate. 

 
| SIGNED  by: R.H.P. Brus |
|-------------------------|
| For  and on behalf of:  |
| Crucell  N.V.           |
|                    |
| /s/  Ronald H.P. Brus   |   |
|                    |
| date:  07-06-07         |
|                    |
|                    |
| SIGNED  by: C. de Jong  |
|                    |
| /s/  Cees de Jong       |   |
|                    |
| date:  08-06-07         |

 

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