**Exhibit 99.1**

** **

**Crucell**

 

 

**Code of Conduct**

 

 

A Crucell commitment to integrity

 

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**Crucell’s Corporate Values**

 
| **Integrity**          |   | We apply high  ethical standards in all our actions. All our stakeholders, internal and external, are treated with a high  level of integrity and fair manner. We do what is right and take responsibility  for our actions. |
|------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |   |                                                                                                                                                                                                                         |
| **Respect**            |   | We show respect  and genuine interest in people. We listen carefully, value different opinions, and give honest and constructive feedback.                                                                                   |
|                   |   |                                                                                                                                                                                                                         |
| **Complementarity**    |   | We encourage  cross-border teamwork as our diversity is an asset and we want to make use of each others strengths. We embrace  differences and operate as ‘One  Crucell’.                                          |
|                   |   |                                                                                                                                                                                                                         |
| **Reliability**        |   | We adhere to  agreements and deliver a high quality, on time. We do what we say, we say what we do and we finished what we started.                                                                                          |
|                   |   |                                                                                                                                                                                                                         |
| **Innovation**         |   | We think where  nobody has thought before. We challenge the status quo and continuously look for improvements.                                                                                                               |
|                   |   |                                                                                                                                                                                                                         |
| **Passion  and Drive** |   | We go the extra  mile and demonstrate drive, enthusiasm and high energy. And along the way we have fun.                                                                                                                      |

 

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**Table of Contents**

 
| **A  message from the CEO:**                       | **4**                                                                       |
|----------------------------------------------------|-----------------------------------------------------------------------------|
| ** **                                         | ** **                                                                  |
| **Complying with the Code**                        | ** **                                                                  |
| ** **                                         | ** **                                                                  |
| **1.**                                             | **Who  should comply with the Code?**                                       | **6** |
| **2.**                                             | **When  and how to report violations or raise concerns**                    | **7** |
| **3.**                                             | **How  are reported violations or concerns dealt with?**                    | **10** |
| **4.**                                             | **No  retaliation or jeopardy of position for “whistle blowing”** | **12** |
| **5.**                                             | **Management  role and freedom to ask questions**                           | **13** |
| ** **                                         | ** **                                                                  | ** ** |
| **Business and Personal Integrity**                | ** **                                                                  |
| ** **                                         | ** **                                                                  |
| **6.**                                             | **Compliance  with applicable laws and contracts**                          | **15** |
| **7.**                                             | **Competition  laws**                                                       | **16** |
| **8.**                                             | **Fair  and honest dealing**                                                | **17** |
| **9.**                                             | **Insider  dealing**                                                        | **19** |
| ** **                                         | ** **                                                                  | ** ** |
| **Protection of Finances, Assets and Information** | ** **                                                                  |
| ** **                                         | ** **                                                                  |
| **10.**                                            | **Proper  records and delivery of information**                             | **23** |
| **11.**                                            | **Conflict  of interest**                                                   | **25** |
| **12.**                                            | **Proper  use and protection of assets**                                    | **28** |
| **13.**                                            | **Confidential  and proprietary information**                               | **29** |
| **14.**                                            | **Privacy**                                                                 | **31** |
| ** **                                         | ** **                                                                  | ** ** |
| **Health, Safety and Environment**                 | ** **                                                                  |
| ** **                                         | ** **                                                                  |
| **15.**                                            | **Protecting  health, safety and environment**                              | **33** |
| **16.**                                            | **Animal  welfare**                                                         | **34** |
| ** **                                         | ** **                                                                  | ** ** |
| **Employees**                                      | ** **                                                                  |
| ** **                                         | ** **                                                                  |
| **17.**                                            | **Employees  with financial reporting responsibilities**                    | **36** |
| **18.**                                            | **Fair  employment**                                                        | **38** |

 

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**A message from the CEO**

 

One of the most valuableassets of Crucell is its integrity. Protecting this asset is the job of everyoneat Crucell. We have established this Code of Conduct (the “Code”) to serve as aguide.

 

The Code is designed tohelp all of us behave in accordance with the principles and standards that areexpected of us. The highest level of ethical and legal compliance is of theutmost importance to Crucell and will continue to strengthen our reputation inthe markets in which we operate and on which our securities trade. The Codereflects the values that define Crucell and is based on the principle that wemust avoid any circumstances that might give rise to even the appearance ofimpropriety. Activities that may call into question Crucell’s reputation orintegrity should at all times be avoided.

 

The Code does not coverevery issue that may arise in the course of our work. In addition to theprinciples and standards that are set out in this document, every Crucellemployee must be aware of and comply with applicable laws and other universal standards in conducting Crucell’sbusiness. This goal can only be achieved if each employee accepts his or herresponsibility to behave with integrity and demonstrate the highest level ofethical conduct in all of our activities.

 

We strive to maintain aculture in which employees feel free to ask questions and are supported inreporting violations of the Code or any other standard. As each Crucellemployee has the responsibility to report any such violation, procedures havebeen put in place to facilitate this and no employee should fear anyrepercussions for doing so.

 

Crucell understands thatnot every situation is black or white. The key to compliance with the Code isexercising good judgment. This means following the spirit of the Code and thelaw, doing the right thing and acting ethically even when the law is notspecific. When you are faced with a business situation in which you must setthe right thing to do, you should ask the following questions:

 

·                  Am I complyingwith established regulations, laws and Crucell policies?

·                  What would myfamily, friends, neighbors, colleagues or others think of my actions?

·                  Would I be proudof my actions and behavior if such were published in a newspaper?

·                  Will there be anydirect or indirect negative consequences for Crucell?

 

Each of us is personallyresponsible for making sure that our business decisions and actions comply atall times with the letter and spirit of the Code. Given the pace of change inour industry, no set of standards should be considered the final word in allcircumstances. If in doubt, or should you wish to discuss or know more aboutany matter covered or not covered by the Code, you should seek contact withyour manager, Crucell’s Compliance Officer or another member of Crucell’sCompliance Team.

 

Ronald H.P. Brus

Chief Executive Officer, Crucell N.V.

 

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**COMPLYING WITH THE CODE**

 

**1.**    **Who should comply with the Code?**

 

1.1          All employees, directors and officers of Crucellmust comply with the Code.

 

Whenreferred to herein, “Crucell” means Crucell N.V. and those entities in whichCrucell N.V. owns more than 50% of the voting rights or where Crucell N.V. hasthe ability to control the management or business.

 

Forpractical purposes, the term “employee” used herein, shall be deemed to alsoinclude directors and officers who are not employees.

 

1.2          All non-controlled affiliates of Crucell andconsultants, advisors, distributors, agents, sales representatives and othercontracted parties of Crucell should be made aware of the Code and should beencouraged to comply with the Code.

 

1.3          To achieve optimal legal and ethical behavior, theindividuals subject to the Code must know and understand the Code as it appliesto them and as it applies to others. You must champion the Code and assistothers in knowing and understanding it.

 

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**2.**    **When and how to report violations or raise concerns.**

 

2.1          Any significant (expected or threatened) violationof this Code or applicable law must be reported immediately.

 

Whethera violation is “significant” will depend on the circumstances at hand. Variousquestions should be asked, such as, but not limited to:

 
| · | Is a criminal  offence or economic delict involved?                                     |
|--------|-----------------------------------------------------------------------------------------|
| · | Were persons  exposed to serious risks?                                                 |
| · | What are the  potential consequences for Crucell, its employees and other stakeholders? |

 

2.2          Reporting can take place by speaking to, orotherwise informing, Crucell’s Compliance Officer (Leon Kruimer) or one of theother members of Crucell s Compliance Team. The members of Crucell’s ComplianceTeam are:

 
| · | Leon Kruimer  (CFO & Compliance Officer)                    |
|--------|----------------------------------------------------------------------|
|   | tel.: +31-(0)71-5199230                                              |
|   | email:  leon.kruimer@crucell.com                                     |
| · | René Beukema  (General Counsel & Corporate Secretary), |
|   | tel.:  +31-(0)71-5199115                                             |
|   | email:  rene.beukema@crucell.com                                     |
| · | Rob van Dijk (Vice President Human Resources)                        |
|   | tel.:  +31-(0)71-5199155                                             |
|   | email:  rob.vandijk@crucell.com                                      |

 

Emailscan also be sent to: complianceoffice@crucell.com. Emails sent to this addresscan be accessed by all members of the Compliance Team.

 

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2.3          If you would prefer to report anonymously, you cando so (i) by using the special Compliance Team telephone number posted onthe Crucell website, (ii) through theCrucell website (click on “About Us”, then “Corporate Governance”, then “WhistleblowerForm”), or (iii) by using the following postal address:

 

Compliance Officer / Compliance Team

Archimedesweg 4

2333 CN Leiden

The Netherlands

 

Callsto the Compliance Team telephone number will not be traced or recorded and thecaller can remain anonymous if he or she wishes. In case of urgency, use of thetelephone number or e-mail is advised.

 

2.4          Reporting can also take place to a member of theCompliance Team, the names and contact details of which can be found on theCrucell website, or to your or any other manager within Crucell.

 

2.5          Managers who receive any report of a (suspected)violation or concern must report the matter to the Compliance Team.

 

2.6          If you have, or receive notice from any sourcewithin or outside Crucell of, a concern regarding (i) Crucell’s financialdisclosure obligations, accounting practices, internal accounting controls orauditing, or (ii) any other irregularity of a general, operational orfinancial nature within Crucell, you must also immediately report this. You mayalso report such concerns to a member of the management board of Crucell N.V.

 

2.7          If a (potential) irregularity concerns thefunctioning of one or more members of the management board of Crucell N.V.,such irregularity should be reported to the chairman of the supervisory boardof Crucell N.V.

 

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2.8          Reports shouldalways be made in good faith.

 

Aviolation of the Code or of applicable laws is a serious matter and could havelegal implications. Allegations of such behavior are not taken lightly andshould not be made to embarrass someone or put him or her in a false light.Appropriate action will be taken against any person making intentional falseallegations.

 

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**3.**    **How are reported violations or concerns dealt with?**

 

3.1          When a (suspected) violation or concern isreported, the Compliance Officer, the Compliance Team, the management board ofCrucell N.V. and/or the supervisory board of Crucell N.V., depending on thesubject matter, shall assess the matter and, if necessary, initiate aninvestigation.

 

3.2          All employees and third parties involved in orhaving knowledge of the matter concerned will be expected to cooperate in anyinvestigation.

 

3.3          Crucell will, to the extent reasonably possible,keep its discussions with the person reporting the (suspected) violation orconcern confidential. In the course of an investigation, Crucell may find itnecessary to share information with others on a “need to know” basis.

 

3.4          A violation of applicable law or non-compliancewith this Code or any other form of unethical behavior may lead to internaldisciplinary and remedial action, including termination of employment orengagement. Disciplinary action may also apply to an employee’s manager whodirects or approves the employee’s improper actions, or is aware of suchactions but does not act appropriately to correct them.

 

Remedialaction may include rectifying public disclosure, retraining Crucell employees,modifying Crucell policies and procedures, improving monitoring of complianceunder existing procedures and other action necessary to detect similarnon-compliant conduct and prevent it from occurring in the future. Suchremedial action shall be documented, as appropriate.

 

3.5          In addition to imposing its own discipline, Crucellmay also refer (suspected) violations of laws or this Code to the appropriateauthorities, especially those where a criminal act or economic delict isinvolved.

 

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3.6          Disciplinary action may also be taken in the eventof a failure to report a (suspected) violation.

 

3.7          The person reporting the (suspected) violation orconcern will, where possible, be informed of the outcome of the matter. If aperson believes that insufficient or inappropriate action has been taken, suchperson should discuss this with the Compliance Officer or another member of theCompliance Team and, if necessary, report this to the management board ofCrucell N.V.

 

3.8          All reports and complaints made to or received bythe Compliance Team, the management board of Crucell N.V. or the supervisoryboard of Crucell N.V. shall be logged into a record maintained for this purposeby the Compliance Team, which record shall be retained for at least five (5) years.

 

3.9          The Compliance Team shall on a quarterly basisprovide the Audit Committee of the supervisory board of Crucell N.V. with asummary of all communications expressing complaints or concerns received by theCompliance Team relating to Crucell’s financial disclosures, accounting,internal controls and auditing matters.

 

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**4.**    **No retaliation or jeopardy of position for “whistleblowing”.**

 

4.1          There shall be no retaliation against any personwho provides truthful information or information in good faith concerning apossible violation of any law or Crucell policy, including this Code or of anyother unethical or dishonest conduct of a Crucell employee. Such person’s legalposition shall also not be jeopardized in any way as a result of good faithreporting.

 

4.2          Persons who retaliate in any way may be subject tocivil, criminal and administrative penalties, as well as internal disciplinaryaction, including termination of employment or engagement.

 

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**5.**    **Management role and freedom to ask questions.**

 

5.1          Crucell strives to maintain a culture in whichemployees are encouraged to comply with the Code and ask questions and raiseconcerns about compliance.

 

5.2          The senior managers of Crucell shall be responsiblefor reviewing and discussing the Code with those managers reporting to them. Inturn, Crucell’s managers should review and discuss the Code with their directreports.

 

5.3          Managers are the “go to” persons for employeequestions and concerns relating to the Code, especially in the event of apotential violation. Managers must immediately report any (suspected)violations of the Code or applicable law to the Compliance Officer or anothermember of the Compliance Team.

 

5.4          Managers are expected to provide guidance onethical behavior and compliance to those employees under their management as isrelevant to their job responsibilities. Managers also have the additionalresponsibility of serving as role models and encouraging adherence to the Code.Employees should feel free to ask questions regarding compliance to theirmanagers.

 

5.5          Should an employee feel uncomfortable discussingquestions or matters of compliance with his or her manager, he or she shouldspeak with other relevant persons within Crucell such as those within a higherlevel of management, a Human Resources representative, the Compliance Officeror another member of the Compliance Team or a member of the management board ofCrucell N.V.

 

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** **
| **BUSINESS AND**       |
|------------------------|
| **PERSONAL INTEGRITY** |

 

**6.**    **Compliance with applicable laws and contracts.**

 

6.1          Crucell is committed to full compliance with alllaws applicable to us and our business. We expect you to familiarize yourselfand comply with all applicable laws and ethical standards in performing yourduties for Crucell.

 

Theterm “law” used in this Code is deemed to also include regulations and rules imposedby governmental authorities.

 

6.2          This Code does not provide guidance on compliancewith all applicable laws. Similarly, this Code does not encompass all policiesapplicable within Crucell. To the extent that a Crucell policy or procedureconflicts with this Code, you should follow this Code.

 

6.3          Employees are also responsible for complying withrequirements of contracts that we have entered into with other parties.

 

6.4          Reasons such as “everyone does it” or “it’s notillegal” are unacceptable as excuses for violating applicable laws, this Codeor any contract with another party.

 

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**7.**    **Competition laws.**

 

7.1          Competition should be free and open. Competitionlaws protect such free competition. In some countries, violations ofcompetition laws constitute a criminal or economic delict, with imprisonmentand the payment of fines as possible sanctions.

 

7.2          You must always take legal advice before and afterdiscussing matters with parties outside of Crucell which may contradictcompetition laws, including but not limited to:

 

·      prices, pricing policies, reimbursements,discounts and profits;

 

·      pricing practices and distribution channelsof suppliers, distributors, wholesalers and other customers;

 

·      production or territory limits or levels.

 

7.3          Competition laws vary from country to country andare often complex to summarize. In general, you must avoid entering intodiscussions or agreements which have the intention of or give the appearance ofunfairly restricting trade or excluding competitors from the marketplace.

 

7.4          Common unlawful anti-competitive activitiesinclude:

 

·      price fixing, stabilization ordiscrimination;

 

·      allocating markets, suppliers or customersbetween competitors;

 

·      agreeing with competitors how to participate(or not participate) in bid pricing;

 

·      boycotting customers or suppliers.

 

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**8.**    **Fair and honest dealing.**

 

8.1          Crucell is committed to dealing fairly and honestlywith customers, suppliers and other contracting parties, competitors, employeesand with government officials and institutions.

 

8.2          Crucell is prohibited from engaging in unfairmethods of competition and unfair, unlawful or deceptive acts and practices.

 

8.3          You may not take unfair advantage of anyonethrough, direct or indirect, bribery, manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any otherunfair or unethical dealing.

 

8.4          No payments, gifts, loans, favors or other items ofvalue of any kind should be offered, promised or made to (candidate) politicalparties or politicians. Similarly, no payments, gifts, loans, favors or otheritems of value of any kind should be offered, promised or made to (candidate)governmental officials or institutions when the intention is, or the appearanceis given, to influence such officials or institutions in their decision-makingor actions.

 

8.5          Be aware that payments or other items of value ofany kind that are disproportionate to the services provided, or that go beyondthe reasonable, such as exuberant business entertainment, may be deemedimproper.

 

8.6          Make sure that records are kept of any expenditurewith respect to any governmental official, key opinion leader, distributor,customer or other business partner and that such records accurately reflect thenature of the expenditure.

 

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8.7          You must also never accept bribes, kickbacks,facilitation, payoffs or other payments in cash or kind in return for favorabletreatment. You should at all times avoid any situations which give theappearance of any of the foregoing.

 

Akickback refers to the payment or receipt of payment of something of value toor from another individual with the goal of persuading or influencing thereceiver’s decision or performance in a given situation. A kickback may be inthe form of cash, gift, favor or anything else of value.

 

8.8          In addition to anti-bribery laws, Crucell iscommitted to complying with anti-money laundering laws. “Money laundering”takes place when the proceeds of a criminal or economic offense are concealedor “cleaned” through legitimate transactions. As this may be difficult todetect, you should always strive to obtain sufficient information on theparties you are dealing with.

 

Watch out for any customer, distributor, agent orother business partner who:

 

·      avoids reporting or record keepingrequirements or otherwise wishes to avoid internal control procedures;

 

·      provides suspicious or false information;

 

·      proposes to pay in cash;

 

·     uses off-shore banks or unlicensed ornon-bank related financial institutions; or

 

·      proposes a payment structure that isunreasonably complex or with no clear linkage to the party in question.

 

Youshould notify the Compliance Officer, another member of the Compliance Team oryour manager of any suspicious transactions, including any of those mentionedabove.

 

8.9          Engagement in or concealment of any form of briberyand money laundering, may lead to internal disciplinary action, includingtermination of employment or engagement, as well as fines and imprisonment.

 

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8.10        Examples of prohibited conduct include, but are notlimited to, the direct or indirect engagement in:

 

·      money laundering;

 

·      bribery, kickbacks, facilitation payments orpayoffs to induce or allow favorable treatment, business or breach of contract;

 

·      acquiring or releasing trade secrets throughbribery, theft or other illegal or unethical methods;

 

·      false, deceptive or disparaging claims orcomparisons about competitors or their products or services;

 

·      false or misleading advertising; or

 

·      mislabeling products or services.

 

8.11        Ensure that you possess sufficient informationabout any customer, distributor, agent or other business partner with whom youintend to engage; no such party should be involved in illegitimate businessactivities, funding from illegitimate sources or other unethical or unlawfulbehavior.

 

8.12        Similarly, make sure that the parties with whom youtransact are not citizen of, or operating in, an embargoed or otherwisesanctioned country and are not themselves subject to governmental sanction.

 

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**9.****     ****Insider dealing.**

 

9.1          In the course of your duties, you may be exposed toinformation about Crucell or other companies that is not available to thegeneral public. Such information could constitute “inside information” if suchinformation relates to a legal entity of which the securities are traded on aregulated market, such as a stock exchange, and such information would bemeaningful or material to a reasonably acting investor in his or her investmentdecisions (e.g. whether to buy, sell or hold securities, such as Crucellshares).

 

9.2          Securities and other laws applicable to Crucell andits employees and contracting parties, prohibit anyone who possesses “insideinformation” to make use thereof by conducting or effecting a transaction,within or from the countries in which such laws apply, in any securities thathave been admitted to trade on an exchange or a regulated market. It isirrelevant whether the transaction takes place through such exchange orregulated market or through another system.

 

9.3          Common examples of “inside information” includefinancial results, financial forecasts, possible mergers, acquisitions ordivestitures, significant product developments, progress in clinicaldevelopment, product registration with FDA or EMEA, entering into ortermination of material contracts and major changes in business direction.

 

9.4          You are also prohibited from “tipping” or otherwiseproviding anyone with “inside information”, other than within the situationsaccepted by law.

 

9.5          Violation of applicable laws on insider dealing mayresult in civil and criminal penalties, including fines and imprisonment. Anyemployee who engages in insider dealing may also be subject to termination ofemployment or engagement. If you have a question concerning appropriateness orlegality of a particular securities transaction, you should consult with theCompliance Officer or another member of the Compliance Team before effectingthe transaction.

 

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9.6          A copy of Crucell’s insider dealing policy has beenprovided to each employee and can be obtained from the Compliance Team or foundon the Crucell intranet site. It is your responsibility to be familiar with andcomply with such policy.

 

9.7          In addition to the prohibition on insider dealing,employees are prohibited from being engaged in “market abuse”. “Market abuse”concerns the spreading of false information or other activities geared towardsmanipulating the price of publicly traded securities.

 

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|   | **PROTECTION  OF FINANCES,  ASSETS AND INFORMATION** | ** ** |
|--------|------------------------------------------------------|------------|

 

**10.**  **Proper records and delivery of information.**

 

10.1        As a listed company, Crucell is required to providefull, fair, accurate, timely, consistent and reliable information to thepublic. No information provided to the public should be misleading. Whether ina form of a press release, regulatory filing, advertisement, speech, presentationor information on Crucell’s website, all public disclosures must comply withthese standards.

 

10.2        To ensure proper delivery of information to thepublic, public disclosures must only be made by authorized employees ofCrucell.

 

Shouldyou be approached by the media, investors, analysts, or similar persons, youmust note the name of the person contacting you and immediately notify Crucell’sDirector Investor Relations, Oya Yavuz (tel.: +31-(0)71-5197064, email:oya.yavuz@crucell.com).

 

Shouldyou be approached by a governmental authority for information, or in connectionwith a visit or inspection, you should contact the Legal Department immediately(René Beukema, tel.: +31-(0)71-5199115, email: rene.beukema@crucell.com orValeria Cnossen, tel.: +31-(0)71-5197401, email: valeria.cnossen@crucell.com)

 

10.3        If you are aware of concrete information regardingCrucell which would be meaningful or material to a reasonably acting investorin his or her investment decisions, such as to buy, sell or retain shares inCrucell N.V., which information has not been made public, you should reportthis forthwith to your manager, the Compliance Officer or another member of theCompliance Team. An assessment will then need to made as to whether suchinformation needs to be made public.

 

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10.4        Crucell has implemented disclosure controls andprocedures to assure that its public disclosures are compliant with thestandards set out herein and applicable law. Your responsibility is to helpprovide Crucell with the information it requires to comply with its publicdisclosure requirements, as is consistent with your role. In particular, youare expected to provide prompt and accurate answers to any questions asked ofyou in connection with Crucell’s preparation of its public reports and otherdisclosures. Good internal communications are essential in creating atransparent and compliant environment.

 

10.5        Crucell’s books, records and accounts mustcompletely and accurately reflect the business transactions conducted byCrucell. Such documents must be maintained, disclosed and stored in accordancewith Crucell’s policies. All assets, liabilities and transactions of Crucellshould be recorded in a way that is accurate and not misleading. Intentionalmisstatements, omissions or disclosures in financial statements and otherdocuments designed to deceive users or readers of such documents, is prohibitedand may constitute fraud. Should you encounter any such inaccurate ormisleading records, you should report this immediately to the ComplianceOfficer, another member of the Compliance Team or a member of the managementboard of Crucell N.V.

 

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**11. Conflict of interest.**

 

11.1        You must avoid any situation in which your personalinterests conflict or even appear to conflict with Crucell’s interests. Youhave a duty to Crucell and its stakeholders not to compromise Crucell’slegitimate interests and to advance such interests when the opportunity to doso arises in the course of your employment.

 

Aconflict of interest occurs whenever the private interests of an employeeinterfere with the interests of Crucell.

 

11.2        Employees must refrain from entering intorelationships that might impair their judgment as to what is best for Crucell.Even relationships that give the appearance of a conflict of interest should beavoided. You cannot avoid these standards by acting through someone else, suchas a friend or family member.

 

11.3        You must perform your duties for Crucell, andhandle all actual or apparent conflicts of interest between your personal andprofessional relationships, in an honest and ethical manner.

 

11.4        You may not engage in activities that compete withCrucell or compromise its interests. You should not take for your own benefitopportunities discovered in the course of employment that you have reason toknow would benefit Crucell. The following are examples of actual or potentialconflicts:

 

·              you use Crucell’sproperty for your personal benefit;

 

·      you engage in activities that interfere withyour loyalty to Crucell or your ability to perform Crucell duties orresponsibilities effectively;

 

·      you work simultaneously (whether as anemployee or a consultant, except for outside directors) for a competitor,customer or supplier;

 

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·      you, or a member of your family, have afinancial interest in a customer, supplier, or competitor which is significantenough to cause divided loyalty with Crucell or the appearance of dividedloyalty (the significance of a financial interest depends on many factors, suchas size of investment in relation to your income, net worth and/or financialneeds, your potential to influence decisions that could impact your interests,and the nature of the business or level of competition between Crucell and thesupplier, customer or competitor);

 

·      you, or a member of your family, acquire aninterest in property (such as real estate, patent or other intellectualproperty rights or securities) in which you have reason to know Crucell has, ormight have, a legitimate interest;

 

·      you, or a member of your family, receive aloan or a guarantee of a loan from a customer, supplier or competitor (otherthan a loan from a financial institution made in the ordinary course ofbusiness and on an arm’s-length basis);

 

·      you divulge or use Crucell’s confidentialinformation — such as financial data, customer information, or computerprograms — for your own personal or business purposes;

 

·      you make gifts or payments, or providespecial favors, to customers, suppliers or competitors (or their immediatefamily members) with a value significant enough to cause the customer, supplieror competitor to make a purchase, or take or forego other action, which isbeneficial to Crucell and which the customer, supplier or competitor would nototherwise have taken; or

 

·      you are given the right to buy stock inother companies or you receive cash or other payments in return for promotingthe services of an advisor, such as an investment banker, to Crucell.

 

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11.5        You may not appropriate to yourself, or to anyother person or organization, the benefit of any business venture, opportunityor potential opportunity that you learn about in the course of your employmentand that is in Crucell’s line of business without first obtaining Crucell’sconsent. It is never permissible for employees to compete against Crucell,either directly or indirectly. Employees should advance Crucell’s legitimateinterests when the opportunity to do so arises.

 

11.6        Conflicts are not always clear-cut. If you becomeaware of or involved in a conflict described above or any other (potential)conflict of interest, or have a question as to a potential conflict, you shouldconsult with your manager, the Compliance Officer or another member of theCompliance Team.

 

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**12.**** ****Proper use and protection of assets.**

 

12.1        Crucell’s assets, both tangible and intangible, areto be used only for legitimate business purposes of Crucell, in accordance withCrucell policies and only by authorized employees or consultants.

 

Intangibleassets include intellectual property, such as trade secrets, patents,trademarks and copyrights, business, marketing and service plans, engineeringand manufacturing ideas, designs, databases, Crucell records, salaryinformation, and any unpublished financial data and reports.

 

Tangibleassets include buildings, equipment, communication facilities (such as personalcomputers, telephones and other handhelds) and supplies.

 

12.2        Every employee is responsible for using Crucell’sassets appropriately and protecting Crucell’s assets against careless or wronguse, theft, loss, damage, waste, misappropriation and infringement.

 

12.3        Similarly, you must also appropriately use andprotect those tangible and intangible assets of others in Crucell’s possession.

 

12.4        You may not make copies of, or resell or transfer(externally or internally), know how or copyrighted publications, includingsoftware, manuals, articles, books, and databases being used within Crucell,that were created by another entity and licensed to Crucell, unless you areauthorized to do so under the applicable license agreement and with the writtenapproval of the Legal Department (René Beukema, tel.: +31-(0)71-5199115, email:rene.beukema@crucell.com or Valeria Cnossen, tel.: +31-(0)71-5197401, email:valeria.cnossen@crucell.com).

 

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12.5        Data carriers, such as telephony, computers andhandhelds, and other information systems provided by Crucell, such as internetaccess and email, may not be used to access, load or transfer content, softwareor data in violation of any applicable law, obligations towards third partiesor Crucell policy, including the Crucell User Computing Policy. In particular,no pornography, or any other form of nude, indecent, improper or otherwiseobjectionable material may be uploaded, downloaded or transmitted usinginformation systems or internet access provided by Crucell.

 

12.6        Unauthorized access to or use of data carriers andother information systems of Crucell can pose a serious risk to Crucell and itscustomers and should be protected at all times. Crucell has the right toaccess, reprint, publish, or retain any information created, sent or containedin any data carriers or information systems provided by Crucell. If you shouldhave any question as to what is permitted with regard to the foregoing, pleaseconsult with Crucell’s Head of Information Systems (Lionel Tissot, tel.: +41-31-9806345,email: lionel.tissot@crucell.com) or review the Crucell User Computing Policy.

 

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**13.**  **Confidential and proprietary information.**

 

13.1        Information is a valuable corporate asset. Allemployees have a duty to safeguard confidential, proprietary or materialinformation about Crucell and information that our partners, suppliers,customers and other contracting parties have entrusted to us.

 

13.2        Generally speaking, confidential and proprietaryinformation includes all non-public information that might be of use tocompetitors, or harmful to Crucell or its customers, if disclosed. You mustmaintain the confidentiality of such information entrusted to you by Crucelland its partners, suppliers, customers and other contracting parties, exceptwhen disclosure is authorized by Crucell or required by law. Employees who areunsure about whether information should be treated as confidential orproprietary must consult with their immediate supervisor, the Compliance Officeror another member of the Compliance Team.

 

13.3        Examples of confidential information include, butare not limited to: Crucell’s formula’s, patents, trademarks and trade secrets;business trends and projections; information about financial performance; new productor marketing plans; research and development ideas or information;manufacturing processes; information about potential acquisitions, divestituresand investments; stock splits, public or private securities offerings orchanges in dividend policies or amounts; significant personnel changes; andexisting or potential major contracts, orders, suppliers, customers or financesources or the loss thereof.

 

13.4        Employees must remain conscious at all times oftheir duty to protect confidential and proprietary information. Your obligationwith respect to confidential information extends beyond the workplace. In thatrespect, it applies to communications with your family members and continues toapply even after your employment or director relationship with Crucellterminates.

 

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**14.**** ****Privacy.**

 

14.1        Confidentialityalso applies to personal data of employees and other persons in Crucell’spossession. Crucell is committed to complying with all applicable privacy lawsand the general principle that personal data should be kept confidential andprotected.

 

14.2        Personal datashould be obtained, held, transferred and accessed lawfully, and whereapplicable, with the consent of the data subject. You should be cautious whentransferring personal data to a different entity or to a different country.

 

14.3        Personal datastored or used on Crucell’s equipment may under certain circumstances bemonitored or reviewed by Crucell.

 

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|   | **HEALTH,  SAFETY AND  ENVIRONMENT** | ** ** |
|--------|--------------------------------------|------------|

 

**15.**** ****Protecting health, safetyand environment.**

 

15.1        Crucell iscommitted to providing a healthy and safe working environment and protectingthe environment, by maintaining safe and environmentally acceptable proceduresand operations and by complying with applicable HSE laws.

 

15.2        Our dailyactivities at Crucell may include working with high-risk materials andprocedures. For that reason, we use a Biological Safety Manual developedin-house to meet the specific needs of our working environment. In addition,Crucell employees involved in Research and Development are required toundertake a course titled ‘Safe Microbiological Techniques and Virology’.

 

15.3        It is theresponsibility of every employee to help sustain and where necessary improve Crucell’sprocedures and operations, on an ongoing basis, in order to fully protect theworking and natural environment.

 

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**16.**** ****Animal welfare.**

 

16.1        Crucell aims tomaintain high standards of laboratory animal care and use. Crucell’s proceduresand policies regarding the care and use of laboratory animals are geared toensure such high standards, as well as compliance with applicable laws andregulations.

 

16.2        Crucell strives toavoid the use of laboratory animals and will use appropriate alternatives whereavailable.

 

16.3        Where laboratoryanimals are used, Crucell’s procedures and policies are and will remain to beexecuted in such way that unnecessary suffering is avoided. All personsinvolved in the use and/or care of the laboratory animals shall beappropriately educated and trained.

 

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**EMPLOYEES**

 

**17.**** ****Employees with financialreporting responsibilities.**

 

17.1        Crucell shallexercise due diligence when hiring and promoting employees and, in particular,when conducting an employment search for a position involving the exercise ofsubstantial discretionary authority, such as a member of the executive team, asenior management position or an employee with financial managementresponsibilities. Crucell shall make reasonable inquiries into the backgroundof each individual who is a candidate for such a position. All such inquiriesshall be made in accordance with applicable law and good business practice.

 

17.2        Those employeeswith particular financial reporting responsibilities are Crucell’s ChiefExecutive Officer, Chief Financial Officer, Vice President Finance, DirectorPlanning & Control, Finance Compliance Manager, and such otheremployees with responsibility for financial matters.

 

17.3        Each manager withfinancial responsibilities bears a special responsibility for promotingintegrity throughout Crucell. Furthermore, each such manager has aresponsibility to foster a culture throughout Crucell as a whole that ensuresthe fair and timely reporting of Crucell’s results of operation and financialcondition and other financial information.

 

17.4        Employees andmanagers with a finance function, in particular, shall:

 

·      Act at all timesin accordance with the Code.

 

·      Perform his or herduties in an honest and ethical manner.

 

·      Handle all actualor apparent conflicts of interest between his or her personal and professionalrelationships in an ethical manner.

 

·      Take all necessaryactions to ensure full, fair, accurate, timely, and understandable disclosurein reports and documents that Crucell files with, or submits to, governmentagencies and in other public communications.

 

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·      Comply with allapplicable laws relevant to their duties.

 

·      Proactivelypromote and be an example of ethical behavior in the work environment.

 

·      Report anyirregularities, fraud or the like, to the Compliance Officer or the chairman ofthe Audit Committee of the supervisory board of Crucell N.V.

 

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**18.**** ****Fair employment.**

 

18.1        Our workingenvironment is based on respect for the individual, innovation and creativity.We value open communication, a critical attitude and a can-do mentality. Focusand flexibility are also important. We encourage people to think where no onehas thought before and make significant contributions to Crucell.

 

18.2        Diversity in theworkplace is important for giving different viewpoints to better understand theneeds of customers and patients. Crucell values both gender and ethnicdiversity and acts as an equal opportunity employer.

 

18.3        Employees have theright to work in an environment free of harassment. Any issues of harassment,whether based on race, gender, sexual orientation, religion or any othercharacteristic, must be reported to the Compliance Officer or another member ofthe Compliance Team or a Human Resources representative. No harassment of anytype or form will be permitted or condoned within Crucell.

 

The most current versionof the Code will be posted and maintained on Crucell’s website and filed as anexhibit to Crucell’s Annual Report on Form 20-F. Crucell’s Annual Reporton Form 20-F shall disclose that the Code is maintained on the website andshall disclose that substantive amendments and waivers will also be posted on Crucell’swebsite. Employees shall be given a copy of the most recent version of the Codeupon entering employment.

 

Any substantive amendmentor waiver of this Code (i.e., a material departure from the requirements of anyprovision) particularly applicable to or directed at executive officers ordirectors may be made only after approval by the Supervisory Board. Anysubstantive amendment or waiver of the Code will be disclosed within five(5) business days of such action (a) on Crucell’s website for aperiod of not less than twelve (12) months and (b) in a Form 6-Kfiled with the Securities and Exchange Commission. Such disclosure shallinclude the reasons for any waiver. Crucell shall retain the disclosurerelating to any such amendment or waiver for no less than five (5) years.

 

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