Exhibit 1.2

STATEMENT ABOUT ARTICLES OF ASSOCIATION

Robert
Jan Jozef Lijdsman, civil law notary in Amsterdam, the Netherlands,

hereby declares:

the
attached document is a fair English translation of the Articles of Association of:

Crucell N.V.,having its official seat in Leiden,

as
they read after execution of the deed of amendment on 21 October 2004 before R.J.J. Lijdsman, civil law notary aforementioned, with respect to which amendment a ministerial Statement of No
Objections was granted on 16 June 2004, under number NV 1133178.

Crucell
N.V. is a public limited liability company under Dutch law('naamloze vennootschap met beperkte aansprakelijkheid'), having its office address
at Archimedesweg 4, 2333 CN Leiden, the Netherlands, and registered in the Commercial Register under number 28087740.

In
preparing the attached document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur
in translation, and if they do, the Dutch text will by law govern.

In
the attached document, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English
terms as such terms may be understood under the laws of other jurisdictions.

Amsterdam,
21 October 2004.

[SEAL]

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ARTICLES OF ASSOCIATION(Crucell N.V.)

CHAPTER I. DEFINITIONS.

Article 1.

In these Articles of Association the following terms shall have the following meanings:



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CHAPTER II. NAME, OFFICIAL SEAT AND OBJECTS.

Article 2. Name and Official Seat.

Article 3. Objects.

The objects of the Company are:



as
well as to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

CHAPTER III. CAPITAL AND SHARES; REGISTER OF SHAREHOLDERS.

Article 4. Authorised Capital. Classes of Shares.

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Article 5. Bearer Ordinary Shares: Necigef Global Certificate.

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Article 6. Register of Shareholders.

CHAPTER IV. ISSUANCE OF SHARES.

Article 7. Body Competent to Issue Shares.

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Article 8. Conditions of Issuance; Rights of Pre-emption.

Article 9. Payment for Shares.

CHAPTER V. OWN SHARES AND DEPOSITARY RECEIPTS.

Article 10.

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CHAPTER VI. REDUCTION OF THE COMPANY'S ISSUED CAPITAL.

Article 11.



CHAPTER VII. TRANSFER OF SHARES.

Article 12.



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CHAPTER VIII. THE BOARD OF MANAGEMENT.

Article 13. The Board of Management.

Article 14. Appointment.

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Article 15. Suspension and Removal.

Article 16. Remuneration.

The Supervisory Board shall determine the remuneration of the individual members of the Board of Management, on a proposal by the Remuneration Committee, within
the scope of the remuneration policy adopted by the General Meeting.

Article 17. Duties of the Board of Management; Decision-making Process; Allocation of Duties.

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Article 18. Representation of the Company.

Article 19. Approval of Resolutions of the Board of Management.

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Article 20. Vacancy or Inability to Act.

Article 21. Management Committee.

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CHAPTER IX. THE SUPERVISORY BOARD.

Article 22. Number of Supervisory Directors.

Article 23. Appointment.

Article 24. Suspension and Removal; Retirement.

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Article 25. Remuneration.

The General Meeting shall determine the remuneration for every member of the Supervisory Board.

Article 26. Duties and Powers.

Article 27. Proceedings and Decision-making Process.

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Article 28. Indemnification; Limited liability.

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CHAPTER X. ANNUAL ACCOUNTS AND ANNUAL REPORT; DISTRIBUTIONS.

Article 29. Financial Year; Annual Accounts and Annual Report.

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Article 30. Adoption of the Annual Accounts and Release from Liability.

Article 31. Profits; Dividends.

Article 32. Distribution in Shares or Other Securities and Distributions at the Charge of Reserves.

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Article 33. Date for Payment.

Dividends and other distributions shall be made payable on the date to be determined by the Board of Management. The making payable shall be announced in
accordance with Article 43 of these Articles of Association.

CHAPTER XI. GENERAL MEETINGS OF SHAREHOLDERS.

Article 34. The AGM.

Article 35. Other General Meetings of Shareholders.

Other General Meetings of Shareholders shall be held as often as the Supervisory Board or the Board of Management deems such necessary, without prejudice to the
provisions of Sections 2:110, 2:111 and 2:112 of the Dutch Civil Code.

Article 36. Notice; Agenda.

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Article 37. Venue of Meetings.

The General Meetings of Shareholders shall be held in Leiden, Amsterdam, Haarlemmermeer (including but not limited to Schiphol Airport and
Schiphol-Rijk), Utrecht, Rotterdam or The Hague.

Article 38. Chairmanship.

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Article 39. Minutes.

Article 40. Rights at Meetings; Admittance.

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Article 41. Adoption of Resolutions and Voting.

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Article 42. Meeting of Holders of Shares of One Class.

CHAPTER XII. NOTICES AND OTHER COMMUNICATIONS.

Article 43.

CHAPTER XIII. AMENDMENT OF THESE ARTICLES OF ASSOCIATION; DISSOLUTION.

Article 44. Amendment of these Articles of Association; Dissolution; Statutory Merger or Demerger.

Article 45. Liquidation.

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CHAPTER XIV. FINAL AND TRANSITIONAL PROVISIONS.

Article 46. Authority to Issue Shares.

The duration of the authority of the Board of Management to issue shares and to grant rights to subscribe for shares as provided for in Article 7 of these
Articles of Association, shall be fixed on five years, effective as of the ninth day of October two thousand. The authorisation concerns all non-issued shares of the authorised capital as
it reads now or shall read at some point in time. The same applies to the authorisation of the Board of Management to limit or exclude the right of pre-emption, as provided for in
Article 8 of these Articles of Association.

Finally, the person appearing has declared:

Issued Capital.

At the time the foregoing amendment of the Articles of Association takes effect, the issued capital of the Company equals, eight million sevenhundred fifteen
thousand sixhundred eighty-two euro and eighty eurocent (EUR 8,715,682.80), divided into thirty-six million threehundred fifteenthousand threehundred thirty-five
(36,315,335) ordinary shares with a nominal value of twenty-four eurocent (EUR 0.24) each and ten (10) priority shares with a nominal value of twenty-four eurocent (EUR
0.24) each.

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