**Exhibit 4.13**

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

 

CrucellN.V.

ConfidentialMaterials Omitted and FiledSeparately with the

Securitiesand Exchange Commission.

ConfidentialPortions denoted by ***

** **

** **

**EQUITYPURCHASE AGREEMENT**

** **

** **

**JHC NEDERLAND B.V.**

 

 

and

** **

** **

**CRUCELL N.V.**

 

Dated 28 September, 2009

 

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**CONTENTS**

** **
| **Section**  | ** **                                                                                                                                                                                                                           | **Page**   |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **   | ** **                                                                                                                                                                                                                           | ** ** |
| 1.           | Interpretation                                                                                                                                                                                                                       |       | 1 |
| 2.           | Subscription                                                                                                                                                                                                                         |       | 1 |
| 3.           | Issue  Price                                                                                                                                                                                                                         |       | 2 |
| 4.           | Conditions  Precedent                                                                                                                                                                                                                |       | 2 |
| 5.           | Termination  Fee                                                                                                                                                                                                                     |       | 4 |
| 6.           | Pre-Closing  Standstill                                                                                                                                                                                                              |       | 5 |
| 7.           | Pre-Closing  No-Shop                                                                                                                                                                                                                 |       | 6 |
| 8.           | Pre-Closing  Matching Right                                                                                                                                                                                                          |       | 7 |
| 9.           | Ancillary  Agreements                                                                                                                                                                                                                |       | 8 |
| 10.          | Closing                                                                                                                                                                                                                              |       | 8 |
| 11.          | Due  Diligence Investigation                                                                                                                                                                                                         |       | 8 |
| 12.          | Company’s  Warranties                                                                                                                                                                                                           |       | 9 |
| 13.          | Limitation  of Liability                                                                                                                                                                                                             |       | 9 |
| 14.          | Investor’s  Warranties                                                                                                                                                                                                          |       | 10 |
| 15.          | Admission  to Listing and Trading and Prospectus                                                                                                                                                                                     |       | 10 |
| 16.          | Registration  Rights                                                                                                                                                                                                                 |       | 11 |
| 17.          | Fees  and Costs                                                                                                                                                                                                                      |       | 11 |
| 18.          | Publicity  and Confidentiality                                                                                                                                                                                                       |       | 11 |
| 19.          | Notices                                                                                                                                                                                                                              |       | 12 |
| 20.          | Further Assurances                                                                                                                                                                                                                   |       | 13 |
| 21.          | Assignments                                                                                                                                                                                                                          |       | 13 |
| 22.          | Payments                                                                                                                                                                                                                             |       | 14 |
| 23.          | General                                                                                                                                                                                                                              |       | 15 |
| 24.          | Whole  Agreement                                                                                                                                                                                                                     |       | 15 |
| 25.          | No Rescission                                                                                                                                                                                                                        |       | 16 |
| 26.          | Governing  Law, Jurisdiction and Dispute Resolution                                                                                                                                                                                  |       | 16 |
| 27.          | Language                                                                                                                                                                                                                             |       | 18 |
|         |                                                                                                                                                                                                                                 |       |   |
| **Schedule** |                                                                                                                                                                                                                                 |       |
| ** **   |                                                                                                                                                                                                                                 |       |
| 1.           | Closing  Actions                                                                                                                                                                                                                     |       | 21 |
|         | Part 1                              Obligations of the Company                 |       | 21 |
|         | Part 2                              Obligations of Investor                    |       | 21 |
|         | Part 3                              General                                    |       | 21 |
| 2.           | Company’s Warranties                                                                                                                                                                                                            |       | 22 |
| 3.           | Representations  and Warranties of Investor                                                                                                                                                                                          |       | 30 |
| 4.           | Press  Release                                                                                                                                                                                                                       |       | 32 |
| 5.           | Deed  of Issue                                                                                                                                                                                                                       |       | 34 |
| 6.           | Officer’s  Certificates                                                                                                                                                                                                         |       | 39 |
|         | Part 1                              Company’s Officer’s Certificate  |       | 39 |
|         | Part 2                              Investor’s Officer’s Certificate |       | 41 |
| 7.           | Interpretation                                                                                                                                                                                                                       |       | 43 |
| 8.           | Flu-MAb  Agreement                                                                                                                                                                                                                   |       | 52 |
| 9.           | Innovation  Agreement                                                                                                                                                                                                                |       | 53 |
| 10.          | Shareholder  Agreement                                                                                                                                                                                                               |       | 54 |
| 11.          | Registration  Rights Agreement                                                                                                                                                                                                       |       | 55 |

 

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| 12. | Disclosure  Letter        |   | 56 |
|-----|---------------------------|--------|----|
| 13. | Notary  Letter            |   | 62 |
| 14. | Signing/Closing Timetable |   | 71 |

 

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**THISEQUITY PURCHASE AGREEMENT**(the **Agreement**) is made onSeptember 28, 2009,

 

**BETWEEN**:

 

(1)                                 **JHC NEDERLAND B.V.**, a private company with limited liabilityincorporated under the laws of the Netherlands, with its corporate seat atAmersfoort and its principal offices located at Paul Janssenweg 150, 5026 RHTilburg, the Netherlands, registered with the trade register under number18039770 (**Investor**); and

 

(2)                                 **CRUCELL N.V.**, a public limited liability company incorporated under thelaws of the Netherlands, with its corporate seat in Leiden and its principaloffices located at Archimedesweg 4, 2333CN Leiden, the Netherlands, registeredwith the trade register under number 28087740 (the **Company**).

 

Each ofthe parties mentioned under (1) and (2) hereinafter referred to as aParty, and collectively as the Parties.

 

**BACKGROUND**:

 

(A)                               Investor desires to purchase and the Company desiresto sell and issue to Investor 14,626,984 new Ordinary Shares (the**Shares** and each a **Share**).

 

(B)                               Concurrently with the entering into of thisAgreement, Ortho-McNeil-Janssen Pharmaceuticals, Inc. (**OMJP**) and Crucell Holland B.V. (**CrucellHolland**), Affiliates of the Parties, are entering into aCollaboration and Commercialization Agreement for Flu-MAb Product (the **Flu-MAb Agreement**), an Innovation, Development andCommercialization of Novel Drug Products Agreement (the **InnovationAgreement**), and a shareholder agreement (the **ShareholderAgreement**), and at Closing the Parties will be entering into aregistration rights agreement (the **Registration RightsAgreement**).

 

(C)                               In this Agreement the Company and Investor wish toset forth the terms and conditions for Investor to subscribe for the Shares.

 

**IT ISAGREED** asfollows:

 

**1.**                                     INTERPRETATION

** **

1.1                              Inaddition to terms defined elsewhere in this Agreement, the definitions andother provisions in Schedule 7 apply throughout this Agreement.

 

1.2                              Inthis Agreement, unless the contrary intention appears, a reference to aSection, subsection, paragraph, subparagraph, or Schedule is a reference to aSection, subsection, paragraph, subparagraph, or Schedule of or to thisAgreement. The Schedules form part of this Agreement.

 

1.3                              Theheadings in this Agreement do not affect its interpretation.

 

**2.**                                     SUBSCRIPTION

** **

2.1                              Subjectto the terms and conditions of this Agreement, the Company agrees to issue toInvestor, and Investor agrees to subscribe for, the Shares, on the Closing Date(the **Equity Investment**).

 

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**3.**                                     ISSUE PRICE

** **

3.1                              Theprice for the Shares shall be EUR 20.63 per Share (the **Issue Price**).

 

3.2                              TheAggregate Issue Price shall be payable at Closing.

 

**4.**                                     CONDITIONS PRECEDENT

** **

4.1                              Closingwill be subject to the following conditions precedent (*opschortendevoorwaarden*) (the **Conditions**)being fulfilled or waived:

 

(a)                                Except as disclosed in or pursuant to the Disclosure Letter,the representations and warranties contained in **Schedule 2**shall be true and correct in all material respects (except for those representationsand warranties qualified by materiality or Material Adverse Effect, which shallbe true in all respects) on and as of the Signing Date until the Closing Dateand on the Closing Date as though they had been given and made on such date.The Company shall have delivered on the Closing Date to Investor an officer’scertificate (the **Company Officer’s Certificate**) inthe agreed form as attached hereto as **Part 1** of **Schedule 6**, signed by an authorised officer of the Company,certifying that (i) the Company has performed all obligations andconditions herein required to be performed on or before the Closing Date and(ii) except as disclosed in or pursuant to the Disclosure Letter, therepresentations, warranties, and agreements of the Company are true and correctin all material respects (or where it concerns those representations andwarranties qualified by materiality or Material Adverse Effect, certifying thatsuch representations and warranties are true in all respects) on the ClosingDate;

 

(b)                                 no Material Adverse Effect shall have occurred betweenSigning and Closing;

 

(c)                                 the representations and warranties contained in **Schedule 3**shall be true and correct in all materialrespects (except for those representations and warranties qualified bymateriality or Material Adverse Effect, which shall be true in all respects) onand as of the Signing Date until the Closing Date and on the Closing Date asthough they had been given and made on such date. Investor shall have deliveredon the Closing Date to the Company an officer’s certificate in the agreed formas attached hereto as **Part 2** of **Schedule 6** (the **Investor Officer’sCertificate**), signed by an authorized officer of Investor,certifying that (i) Investor has performed all obligations and conditionsherein required to be performed on or before the Closing Date and (ii) therepresentations, warranties, and agreements of Investor are true and correct inall material respects (or where it concerns those representations andwarranties qualified by materiality or Material Adverse Effect, certifying thatsuch representations and warranties are true in all respects) on the ClosingDate;

 

(d)                                 (i)                                the Company shall not have received prior to theClosing Date a Superior Transaction Proposal which it intends to enter into orhas announced publicly that it is considering; and

 

(ii)                                  no third party shall have announced or made an unsolicitedor (otherwise) not-agreed Public Offer to the Company prior to the Closing Datethat has not been withdrawn or terminated;

 

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(e)                                 no Legal Proceedings being pending or no Applicable Law orJudgment being in effect, that frustrates the purpose of or prohibits theconsummation of Closing and the other transactions contemplated by this Agreementand the other Transaction Documents;

 

(f)                                    prior to or substantially simultaneously with the Closing,each of the Transaction Documents shall have been executed and delivered by theParties, no material breach by any Party under the Transaction Documents shallhave occurred and no termination of the Transaction Documents shall have takenplace in accordance with Section 4.4, 4.5, or 4.6; and

 

(g)                                 simultaneously with the Closing an opinion of the Company’s Lawyers shallhave been delivered to Investor as to the Shares’ due authorization and validissuance (the **Legal Opinion**).

 

4.2                              Eachof the Parties will use commercially reasonable efforts to procure thesatisfaction of the Conditions and take such other commercially reasonableactions so that the Signing and the Closing may be consummated on the same day.In the event that the Parties are unable to effectuate the foregoing, eachParty will use commercially reasonable efforts to procure the satisfaction ofthe Conditions and will use commercially reasonable efforts to ensure that theConditions are fulfilled as soon as possible following the Signing and remainfulfilled up until and including the Closing; provided, howeverthat, nothing in this Section 4.2 shall prohibit, limit or restrict theCompany from exercising its rights under Section 7 and 8.

 

4.3                              The Conditions under Sections 4.1(a), 4.1(b) and4.1(g) shall be for the benefit of Investor only and can only be waived inwriting by Investor. The Condition under Section 4.1(c) shall be forthe benefit of the Company only and can only be waived in writing by theCompany. The Conditions under Sections 4.1(d) and 4.1(e) shall be forthe benefit of both Parties and can only be waived by the Parties jointly inwriting. The Condition under Section 4.1(f) shall be for the benefitof both Parties and can only be waived by the executing, delivering,non-breaching, and non-terminating Party in writing.

 

4.4                              The Transaction Documents may be terminated byInvestor in writing if (i) an event specified in Section 4.1(d) shallhave occurred, or (ii) any event occurs or condition exists that wouldrender impossible, despite the use of commercially reasonable efforts, thesatisfaction of one or more of the Conditions under Section 4.1(a), (b),(e), (f), or (g), if the failure of such condition to be satisfied is notcaused by a breach of this Agreement by Investor; provided that Investormay not terminate the Transaction Documents pursuant to Condition4.1(d) in relation to a Superior Transaction Proposal referred to underCondition 4.1(d)(i) until Investor shall have determined not to exerciseits Pre-Closing Matching Rights.Upontermination of this Agreement in accordance with the preceding sentence, theParties will have no further obligation with respect to the Equity Investment,the Transactions, this Agreement and the other Transaction Documents unlessexplicitly provided otherwise herein or therein (and save in respect of(i) accrued rights, liabilities and damages arising from a breach of theTransaction Documents or (ii) the Termination Fee payable by the Company)

 

4.5                              The Transaction Documentsmay be terminated by the Company in writing if (i) any event specified inSection 4.1(d) shall have occurred, or(ii) any eventoccurs or condition exists that would render impossible, despite the use ofcommercially reasonable efforts, the satisfaction of one or more of theConditions under Section 4.1(c), (e), or (f), if the failure of suchcondition to be satisfied is not caused by a breach of this Agreement by the Company;providedhowever, that the Company may not terminate the Transaction Documentspursuant to the Condition in Section 4.1(d) in relation to a SuperiorTransaction Proposal referred to therein until (x) Investor shall havedetermined not to exercise its Pre-Closing Matching Rights, and(y) (1) the Company has entered into a definitive 

 

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agreementfor a Superior Transaction resulting from such Superior Transaction Proposal,or (2) in case of an unsolicited Public Offer, upon the offeror havingdeclared its offer unconditional and acquired at least 70% of the total issuedand outstanding Ordinary Shares or other voting securities of the Company (ifany) as a result thereof. Upon a termination of this Agreement in accordancewith the preceding sentence, the Parties will have no further obligation withrespect to the Equity Investment, the Transactions, this Agreement and theother Transaction Documents unless explicitly provided otherwise herein ortherein (and save in respect of accrued rights, liabilities and damages arisingfrom a breach of the Transaction Documents).

 

4.6                              If Closing has not takenplace by November 1, 2009 (the **Long Stop Date**),each Party will have the right to terminate this Agreement and the otherTransaction Documents in their entirety and the Parties will have no furtherobligations with respect to this Agreement and the other Transaction Documents,respectively, unless explicitly provided otherwise therein; providedhoweverthat a non-executing, non-delivering or breaching Party may not invoke theforegoing right to terminate the Transaction Documents and such breaching Partyshall remain liable for accrued rights, liabilities and damages arising fromits failure to execute or deliver or its breach, including Investor’s right toa Termination Fee pursuant to Section 5.1. Each Party shall procure thatany of its Affiliates party to such Transaction Documents shall be bound bythis Section 4.6 and shall accept any such termination permitted herein.

 

4.7                              Clauses 17 up to andincluding 27 of this Agreement shall survive termination of this Agreementpursuant to Section 4.4, 4.5 or 4.6.

 

4.8                              Notwithstanding the noticeperiods set out in Section 7 and 8, between the Signing Date and theClosing Date each Party shall notify the other Party promptly if it becomesaware of any matter or event which constitutes, or which would be reasonablyexpected to lead to, a breach of this Agreement or to any of the Conditions notbeing satisfied or becoming incapable of being satisfied.

 

4.9                              Between the Signing Date and the Closing Date, theCompany will carry on its business in the ordinary course, as carried out onthe Signing Date, in all material respects, and will not (i) except for the grant of options or other rights underthe ESOP in accordance with normal practice and the issue of Ordinary Sharespursuant to the exercise of such options or other rights in accordance withnormal practice, create, allot, issue, acquire, repay or redeem, consolidate,convert or sub-divide any equity interests in the Company or otherwise changeany of the rights or obligations attaching to its Ordinary Shares or agree,arrange or undertake to do any of those things or acquire or agree to acquire,an interest in a corporate body or merge or consolidate with a corporate bodyor any other person or participate in any other type of corporatereconstruction, (ii) amend its Articles of Association, or(iii) propose, pay, declare or make any dividend or propose, declare or makeany other distribution on its capital stock.

 

**5.**                                     TERMINATION FEE

** **

5.1                              Inthe absence of a material breach by Investor of this Agreement, the Companyshall be obliged to pay a termination fee equal to EUR *** (the **Termination****Fee**) to Investor in the event that the Company or Investor terminatesthe Transaction Documents in relation to an event set out in Condition4.1(d) and themanagement board or supervisory board of the Company has endorsed, approved,recommended or otherwise supported the relevant Superior Transaction or PublicOffer; provided, in the event that the Company terminates the TransactionDocuments in relation to a Superior Transaction after satisfying therequirements of Section 4.5(y)(1) hereunder, the Company shall, or shall cause the counterparty tosuch Superior Transaction (the **Acquirer**) to,pay the Termination Fee to the Investor pursuant to this Section 5.

 

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5.2                              TheTermination Fee shall be paid by the Company (or Acquirer pursuant toSection 5.1 above) to Investor in cash within 3 Business Days after thetermination of the Transaction Documents by the Company or Investor in relationto an event set out in the Condition under Section 4.1(d).

 

5.3                              BetweenSigning and Closing, the Company shall not enter into definitive documentationwith respect to any Superior Transaction unless the Acquirer agrees to be boundby its obligations set forth in this Section 5.

 

**6.**                                     PRE-CLOSING STANDSTILL

** **

6.1                              Fromthe date of this Agreement until the earliest to occur of (i) thetermination of this Agreement in accordance with Section 4 and(ii) the Closing (the **Pre-Closing 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 6, directly or indirectly, (x) purchase or acquireCompany Voting Securities or any securities convertible into or exercisable orexchangeable for or otherwise giving the holder thereof any rights in respectof Company Voting Securities (whether or not the right to convert, exchange orexercise is subject to the passage of time, contingencies or contractualrestrictions or any combination thereof), or (y) commence a Public Offerif, in either case, the consummation of such purchase or acquisition or PublicOffer would result, taken together with the Shares to be acquired pursuant tothis Agreement, in Investor and its Affiliates in the aggregate BeneficiallyOwning (assuming the exercise, exchange or conversion of all securities exercisableor exchangeable for or convertible into or otherwise giving the holder thereofany rights in respect of Company Voting Securities held by them), directly orindirectly, greater than 18% of the issued and outstanding Company VotingSecurities (assuming the exercise, exchange or conversion of all securitiesexercisable or exchangeable for or convertible into or otherwise giving theholder thereof any rights in respect of Company Voting Securities held byInvestor and its Affiliates) (the **Ownership Limit**);provided that no purchase or acquisition of Company Voting Securities orother securities as described in subsection (x) above shall be deemed tooccur solely due to (a) an exchange of Ordinary Shares for ADS or ADS forOrdinary Shares, a stock split, reverse stock split, reclassification,reorganization or other transaction by the Company affecting the Company VotingSecurities generally, (b) a stock dividend or other proratadistribution by the Company to holders of the outstanding Company VotingSecurities or (c) any other change in the outstanding number of CompanyVoting Securities; and providedfurther that nothing insubsection (y) above shall prevent Investor or any Affiliate of Investorfrom communicating with the Company to request permission to make a PublicOffer or negotiate the terms of a Public Offer so long as neither the fact thatsuch communication or request has been made or any of the terms thereof orfacts with respect thereto are publicly disclosed, directly or indirectly, byInvestor or any of its Affiliates prior to the time any such Public Offer ispublicly announced by the Company and Investor for the first time (*eerste aankondiging*) in accordance with the Dutch publicoffer rules.

 

6.2                              Forthe avoidance of doubt and notwithstanding anything in Section 6.1 to thecontrary, nothing in Section 6.1 shall prohibit, limit or restrictInvestor and its Affiliates from exercising their respective rights, performingtheir respective obligations or otherwise consummating the transactions contemplatedby this Agreement or the other Transaction Documents, in each case inaccordance with the terms thereof.

 

6.3                              Notwithstandinganything in Section 6.1 to the contrary, nothing in this Section 6shall prohibit Investor or any of its Affiliates from acquiring any CompanyVoting Securities or the securities of any successor to or person in control ofthe Company by or through (i) a diversified mutual or pension fund managedby an independent investment adviser or pension plan established for the benefitof Investor’s or its Affiliates’ employees or (ii) any 401(k) orsimilar bona fide benefit plan 

 

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maintainedfor the benefit of employees of Investor or its Affiliates (and, in the case ofclauses (i) and (ii) of this sentence, any such Company VotingSecurities shall not be considered Beneficially Owned by Investor for purposesof determining whether the Ownership Limit has been or would be exceeded forany and all purposes of this Agreement); provided that, in each case,neither Investor nor any of its Affiliates shall in any way request or directthat the trustee or other administrator of such plan purchase or acquire anyCompany Voting Securities. Further, nothing herein shall prevent Investor orany of its Affiliates from acquiring securities of, or from entering into anymerger or other business combination with, another person that BeneficiallyOwns any Company Voting Securities or the securities of any successor to orperson in control of the Company; provided, however, that(x) such person shall have acquired such Company Voting Securities orother securities other than in contemplation of Investor or any of itsAffiliates acquiring the securities of, or entering into any such merger orother business combination with, such person and (y) the BeneficialOwnership of such Company Voting Securities or other securities by such personshall not be a primary reason for Investor or any of its Affiliates acquiringthe securities of, or entering into any such merger or other businesscombination with, such person.

 

6.4                              ThePre-Closing Standstill Period will terminate and the provisions of thisSection 6 will no longer be in force and effect in the event that(i) a third party publicly announces (*eerste aankondiging*)or makes (*uitbrengen*) a Public Offer, (ii) athird party, or a group of third parties acting in concert, acquires 18% ormore of the issued and outstanding Company Voting Securities without theconsent or recommendation of the management board or supervisory board of theCompany, (iii) the Company intends to enter into or publicly announcesthat it is considering a Business Combination Proposal, (iv) the Companyenters into a definitive agreement providing for a Business Combination Transaction,or (v) the Flu-Mab Agreement and the Innovation Agreement are terminated(other than as a result of a material breach by Investor).

 

**7.**                                     PRE-CLOSING NO-SHOP

** **

7.1                              FromSigning until the earlier to occur of (i) the termination of theTransaction Documents in accordance with Section 4 or (ii) theClosing, except as permitted pursuant to Section 7.2, the Company, itsAffiliates and its and their Officers shall not, directly or indirectly,(a) encourage, invite or solicit any third party to communicate an offeror proposal to make a Business Combination Proposal or Significant TransactionProposal, (b) engage in discussions or negotiations with, or provide anyconfidential information to, any third party with respect to the making of aBusiness Combination Proposal or Significant Transaction Proposal, or(c) otherwise solicit or enter into an agreement regarding any BusinessCombination Proposal or Significant Transaction Proposal.

 

7.2                              Notwithstandingthe restrictions set forth in Section 7.1 above, following receipt by theCompany, or any of its Affiliates or Officers, of an unsolicitedBusiness Combination Proposal which the Company reasonably determines mayconstitute a Superior Transaction Proposal, the Company may have limitedcontacts with the third party making such potential Superior TransactionProposal to understand its contents in sufficient detail to determine whethersuch Business Combination Proposal qualifies as a Superior TransactionProposal. In the event the Company determines that the proposed unsolicitedBusiness Combination Transaction qualifies as a Superior Transaction Proposal,the Company will be required to offer Investor the Pre-Closing Matching Rightspursuant to Section 8 hereto. In the event Investor declines to exerciseits Pre-Closing Matching Rights with respect to such Superior TransactionProposal, the Company may engage in discussions or negotiations with, orprovide any confidential information to, the third party in connection with theSuperior Transaction Proposal, and may enter into a Superior Transaction; provided,that the Company must comply with the provisions of Section 8 hereto(including Section 8.4).

 

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7.3                              TheCompany shall inform Investor as soon as possible (and in any event within 2Business Days) in writing of (i) any Business Combination Proposal itreceives (to the extent a Pre-Closing Matching Right could reasonably apply tosuch Business Combination Proposal) and (ii) any qualification by theCompany of a Business Combination Proposal as a Superior Transaction Proposal.

 

**8.**                                     PRE-CLOSING MATCHING RIGHT

** **

8.1                              FromSigning until the earlier to occur of (i) the termination of theTransaction Documents or (ii) the Closing, in the event the Companyreceives a Business Combination Proposal which qualifies as SuperiorTransaction Proposal and therefore the managing and supervisory boards of theCompany in good faith and observing their fiduciary duties decide to pursuesuch Superior Transaction Proposal, the Company shall inform Investor thereofand grant Investor the right, but not the obligation, to match the SuperiorTransaction Proposal pursuant to this Section 8 (the **Pre-ClosingMatching Right**).

 

8.2                              TheCompany shall inform Investor as soon as possible (and in any event within 2Business Days) in writing upon the decision by the management board and thesupervisory board that a Business Combination Proposal qualifies as a SuperiorTransaction Proposal (the **Superior TransactionNotice**). The Superior Transaction Notice shall include sufficientdetail on the Superior Transaction Proposal to allow Investor to make aninformed decision as to whether to match the Superior Transaction Proposal,including, without limitation, the name of the relevant third party and itsadvisors, the proposed consideration, the conditions to such SuperiorTransaction Proposal, the financing terms and structure, the antitrust andother regulatory requirements to be complied with prior to closing and allother key terms of such Superior Transaction Proposal, all to the extentavailable to the Company. The Company shall also inform Investor as soon aspossible (and in any event within 2 Business Days) in writing of any revisionsto any Superior Transaction Proposal and, upon the request of Investor, the statusof negotiations with respect to any Superior Transaction Proposal. In addition,the Company shall provide Investor the information and access to management itreasonably requests to carry out satisfactory due diligence and assess thepossibility to match the Superior Transaction Proposal, which shall include anyinformation provided to the third party who made the Superior TransactionProposal.

 

8.3                              ThePre-Closing Matching Right may be exercised by Investor for a period of 15Business Days following receipt by Investor of a Superior Transaction Notice ornotice from the Company of a material modification to a Superior TransactionProposal, as applicable (a **Matching Right Period**).  Investor may exercise the Pre-ClosingMatching Right during a Matching Right Period by making an offer in writing tothe Company which is, in the reasonable opinion of the Company’s management andsupervisory board, after having considered the advice of outside legal counseland financial advisers, in aggregate, substantially the same in terms ofpricing, terms, conditions and other material provisions as the terms specifiedin the Superior Transaction Notice (the **Matching Right Offer**).Upon receipt of the Matching Right Offer, the Company shall be required toaccept the Matching Right Offer, terminate discussions with the third party whomade the Superior Transaction Proposal. Upon the Company’s acceptance of theMatching Right Offer, the Company shall take all actions necessary to allowInvestor to consummate the Superior Transaction in the place of the third partyupon the terms set forth in the Matching Right Offer.

 

8.4                              TheCompany shall not enter into any definitive agreement, binding term sheet,letter of intent or similar agreements (for the avoidance of doubt notincluding any confidentiality and/or standstill agreement) with respect to aSuperior Transaction until Investor shall have had the opportunity to exerciseits Pre-Closing Matching Right. The Company shall not and shall not make anymaterial 

 

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modificationsto the terms of any such Superior Transaction without offering an additionalPre-Closing Matching Right and Matching Right Period to Investor.

 

8.5                              ThePre-Closing Matching Right and this Section 8 apply, *mutatis mutandis*,to any consecutive or subsequent Superior Transaction Proposals.

 

**9.**                                     ANCILLARY AGREEMENTS

** **

9.1                              On the Signing Date, OMJP and Crucell Holland willenter into the Flu-MAb Agreement, the Innovation Agreement and the Parties willenter into the Shareholder Agreement, which agreements will become effective as ofClosing.

 

9.2                              On the Closing Date,simultaneously with the Closing, the Parties will enter into the RegistrationRights Agreement.

 

9.3                              Agreed Forms of theseagreements are attached hereto as Schedule 8, Schedule 9, Schedule 10 andSchedule 11 respectively.

 

**10.**                              CLOSING

** **

10.1                       Issue of the Shares (the **Closing**) shall take place at the offices of the Company’sLawyers on the date hereof, or at such other time and on such other date as theCompany and Investor may agree in writing.

 

10.2                       At Closing each Partyshall perform, or procure to be performed, those actions respectively listed inrelation to it in Schedule 1.

 

10.3                       The Closing shall beeffected on the Closing Date by execution of a deed of issue substantially inthe form attached hereto in Schedule 5 (the **Deedof Issue**) in accordance with the Signing/Closing Timetable agreedbetween the Parties set out in Schedule 14 (the **Signing/ClosingTimetable**).

 

10.4                       On the Closing Date, Investor will pay the AggregateIssue Price by wire transfer into the Notary’s Account in accordance with theSigning/Closing Timetable and Section 22. The Notary shall hold suchamount for the Company. A Party shall not be obliged to complete the sale,issue and subscription of the Shares if the other Party has failed to performthe actions set out in this Section 10 and Schedule 1 Part 1 andPart 2 respectively prior to or at Closing. The Parties will enter into anotary letter in the Agreed Form as attached hereto as Schedule 13 (the **Notary****Letter**) settingout in more detail the Notary procedures for the payment of the Aggregate IssuePrice.

 

10.5                       TheNotary is a civil law notary with the Company’s Lawyers. Investor acknowledgesthat it is aware of the provisions of the Ordinance Containing Rules ofProfessional Conduct and Ethics (*Verordening beroeps-engedragsregels*) of the Royal Professional Organisation of Civil LawNotaries (*Koninklijke Notariële Beroepsorganisatie*).The Company and Investor acknowledge and agree that Allen & Overy LLPmay advise and act on behalf of the Company with respect to the Deed of Issue,this Agreement, and any agreements and/or any disputes related thereto.

 

**11.**                              DUE DILIGENCE INVESTIGATION

** **

11.1                       TheInvestor acknowledges and agrees that:

 

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(a)                                 it has performed, with the assistance of professionaladvisors, a limited due diligence investigation with respect to the Company andits businesses during the period between April 15, 2009 andSeptember 15, 2009 on the basis of the information provided by the seniormanagement of the Company and their advisors (the **DueDiligence Investigation**);

 

(b)                                 the Due Diligence Investigation was in a form, scope andsubstance to the Investor’s satisfaction in all material respects;

 

(c)                                 the Due Diligence Investigation was taken into account bythe Investor when deciding to enter into this Agreement on the material termsstated herein; and

 

(d)                                 for the purposes of the Due Diligence Investigation,Investor has had (and its advisors have had) sufficient opportunity to reviewany and all information made available to the Investor and its advisors, byhaving had, amongst others, (i) access to financial, legal, intellectualproperty rights, tax, commercial and other information prepared by the Company,(ii) the opportunity to submit questions to and receive answers from theCompany on any matter that it deemed proper and necessary for the purpose ofentering into this Agreement, and (iii) access to the senior management ofthe Company (including, without limitation, in formal expert sessions onAugust 6, 2009); provided, however, thatnothing set forth in this Section 11 shall limit or modify therepresentations and warranties of the Company in **Schedule 2**of this Agreement or the right of Investor to relythereon.

 

**12.**                              COMPANY’S WARRANTIES

** **

12.1                       Exceptas disclosed in or pursuant to the Disclosure Letter, the Company representsand warrants to, and covenants with, Investor that the representations,warranties and covenants as set out in Schedule 2 to this Agreement (the **Company’s Warranties**) are, on and as of the Signing Dateuntil the Closing Date, and will be, on the Closing Date true and correct. TheDisclosure Letter shall be executed by the Parties concurrently with thisAgreement.

 

**13.**                              LIMITATION OF LIABILITY

** **

13.1                       TheInvestor acknowledges that the Company’s warranties are the onlyrepresentations, warranties and other assurances given by the Company or anymember of the Company’s group regarding the Shares.

 

13.2                       Neitherthe Company nor any member of Company’s Group (or the Company’s advisers) makesany representation or warranty as to the accuracy of forecasts, estimates,projections, statements of intent, or statements of opinion provided to theInvestor or its advisers on or prior to the date of this Agreement (whetherthis was disclosed in the Due Diligence Investigation or otherwise).

 

13.3                       Theliability of the Company for a Company Breach shall be limited as follows:

 

(a)                                 the maximum aggregate liability of the Company in respect ofall and any Company Breaches shall not exceed ***; and

 

(b)                                 the Company shall cease to have any liability under or inrespect of the Company’s Warranties on ***, except in respect of a claim ofwhich Investor gives written notice to the Company before that relevant date.The liability of the Company in respect of any Warranty Claim shall in anyevent terminate if proceedings in respect of it have not been commenced 

 

9

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within thelater of (i) *** and (ii) *** following service of notice to theCompany of that Warranty Claim.

 

13.4                       Theliability of Investor for an Investor Breach shall be limited to ***.

 

13.5                       TheCompany shall not be liable in respect of a Warranty Claim if and to the extentthat it relates to any liability or obligation on the part of the Company orany of its Subsidiaries:

 

(a)                                 disclosed in the Disclosure Letter;

 

(b)                                 which would not have arisen but for a change in legislationor regulations, or a change in the interpretation or implementation thereof byany Governmental Entity or by reason of development in case law, (whetherrelating to Taxation, rates of Taxation or otherwise) or any amendment to orthe withdrawal of any practice previously published by or any extra-statutoryconcession previously made by a tax authority (whether or not the changepurports to be effective retrospectively in whole or in part);

 

(c)                                 which would not have arisen but for a change after Closingin the accounting bases on which any Group Company values its assets or achange in the tax structure or corporate structure of the Group Companies; or

 

(d)                                 occasioned by any act or omission of Investor after Closing.

 

13.6                       Anydamages for a Company Breach shall be assessed on the basis of the diminutionin value of the Shares (which value shall not be taken to be greater than theAggregate Issue Price) directly attributable to the Company Breach in question(after taking into account all compensating factors, including but not limitedto any compensation by or recovery from third parties). For the avoidance ofdoubt, any damages for a Company Breach shall not be assessed on the basis ofthe loss of or cost to any of the Group Companies in respect of the mattergiving rise to the claim and not on the basis of any consequential loss of orconsequential cost to Investor in respect of the matter giving rise to theclaim.

 

**14.**                              INVESTOR’S WARRANTIES

** **

14.1                       Investorrepresents and warrants to, and covenants with the Company that therepresentations, warranties and covenants as set out in Schedule 3 to thisAgreement (the **Investor’s Warranties**) are, on andas of the Signing Date until the Closing Date, and will be, on the ClosingDate, true and correct.

 

**15.**                              ADMISSION TO LISTING AND TRADINGAND PROSPECTUS

** **

15.1                       TheCompany will prepare and file for approval with the Dutch Authority for theFinancial Markets (*Autoriteit FinanciëleMarkten*, AFM) and make available to the public a prospectus inaccordance with the Act on the Financial Supervision (*Wet op hetfinancieel toezicht*, the **Prospectus**).The Company will file a draft Prospectus, reviewed by Investor in advance, withthe AFM as soon as possible, but in any event within 15 Business Days followingthe Closing Date (or, if later, 2 Business Days after receipt of Investor’sconsent in accordance with the subsequent sentence) and will use its bestefforts to obtain approval of the Prospectus. The Company shall not file thedraft Prospectus with the AFM until Investor consents to such filing, whichconsent shall not be unreasonably withheld. The Company will make the Prospectusavailable to the public as soon as 

 

10

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possibleafter receipt of the approval of the AFM, but in any event within 3 BusinessDays after the approval of the AFM.

 

15.2                       TheCompany will apply for admission to trading of the Shares on Euronext Amsterdamas soon as reasonably possible after Signing, but in any case within 90 daysafter the Closing Date in accordance with Rule 61002/1 sub (ii) ofEuronext Rule Book I: Harmonised Rules.

 

15.3                       Investoracknowledges that until the Shares are admitted to listing and trading onEuronext Amsterdam, they will be in registered form and will not be tradeablevia Euronext Amsterdam. Upon admission to trading on Euronext Amsterdam, theShares shall be converted into bearer form if so requested in writing byInvestor in accordance with the Company’s Articles of Association. Investorwill send the information necessary and in due time for such conversion (e.g.,details of a Dutch securities account in the name of Investor) to the Company.

 

15.4                       Investoracknowledges that (i) the Shares have not been registered under theSecurities Act or registered or qualified under any state securities law, and(ii) that the Shares therefore cannot be resold in the United States unlessthey are registered under the Securities Act or disposed of pursuant to a validexemption from the registration requirements of the Securities Act or in anoffshore transaction in accordance with Rule 904 of Regulation S under theSecurities Act. Investor further understands that no public offering (*openbare uitgifte*) has been conducted in the Netherlands orany other jurisdiction with respect to the Shares.

 

**16.**                              REGISTRATION RIGHTS

** **

16.1                       Onthe Closing Date, the Parties will enter into the Registration Rights Agreementin the Agreed Form as attached hereto as Schedule 11.

 

**17.**                              FEES AND COSTS

** **

17.1                       Save as explicitly provided otherwise in thisAgreement or the other Transaction Documents, or as otherwise specificallyagreed in writing by the Parties after the Signing Date, each Party shall paythe costs and expenses incurred by it (and, in the case of Investor, eachmember of Investor’s Group and, in the case of the Company, each Group Company)in connection with the preparation, entering into, and completion of, thisAgreement and the other Transaction Documents, including in respect of itsobligations in satisfying the Conditions.

 

**18.**                              PUBLICITY AND CONFIDENTIALITY

** **

18.1                       NeitherParty shall originate any publicity, news release or public statement or announcement,written or oral, whether to the public or press, stockholders or otherwise,relating to this Agreement, including its existence, the subject matter towhich it relates, performance under it, or any of its terms, or to anyamendment hereto, (each a Public Announcement) without the prior writtenconsent of the other Party, save only such Public Announcements that arerequired by applicable laws or regulations (including under the rules ofany relevant stock exchange or government agency regulating trading insecurities of a Party or its parent affiliate) to be made, which PublicAnnouncements shall be brief and factual to the extent permitted by applicablelaw.

 

18.2                       Ifa Party wishes 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) 

 

11

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anda copy of the proposed Public Announcement, so that the other Party may reviewsuch proposed Public Announcement and comment thereon, including to request theremoval of or protective treatment for any of its confidential information orto correct the use of its name or trademarks. To the extent that the otherParty requests that any of its confidential information in a proposed PublicAnnouncement be deleted, the Party seeking to make such announcement shalldelete such confidential information, unless legal counsel to the Party seekingto make the filing reasonably determines that such information is required bylaw to be included in a required filing, in which case such Party shall requestprotective treatment of such Confidential Information to the extent suchtreatment would be legally permissible.

 

18.3                       TheParties each consent to the joint release of the Public Announcement in theform as attached hereto as Schedule 4 on the Signing Date and prior to openingof trading on Euronext Amsterdam. Thereafter, either Party may re-disclose tothird parties the information contained in such Public Announcement without theneed for further approval by the other Party.

 

18.4                       EachParty shall keep confidential all information provided to it by or on behalf ofthe other 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, which shall remain in effect in accordance with itsterms.

 

**19.**                              NOTICES

** **

19.1                       Anynotice or other communication to be given under this Agreement must be inwriting and must be delivered (either by courier or otherwise) or sent by postor facsimile to the Party to whom it is to be given at its address as follows:

 

(a)                                to Investor at:

 

JHCNederland B.V.

***

Netherlands

Markedfor the attention of: ***

Fax: ***

 

with a copy to

 

Johnson &Johnson

***

Marked for the attention of:***Fax: ***

 

and

 

Johnson &Johnson

***

Marked for the attention of: ***

Fax: ***

 

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(b)                                to the Company at: ***

 

markedfor the attention of ***

email:***

Fax:***

 

with a copy to

 

Allen & Overy LLP,

 

markedfor the attention of ***

email:***

fax::***

 

orat any such other address of which it shall have given notice for this purposeto the other parties under this Clause. 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).

 

19.2                       Anynotice or other communication shall be deemed to have been given:

 

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

 

(b)                                 if sent by facsimile, on the date of delivery, or, if thatdate is not a Business Day, on the next Business Day; or

 

(c)                                 if sent by post, on the second Business Day after it was putinto the post in case of inland post and on the fifth Business Day in the caseof airmail.

 

19.3                       Inproving the giving of a notice or other communication, it shall be sufficientto prove that delivery was made, that confirmation of facsimile transmissionwas received, or that the envelope containing the communication was properlyaddressed and posted by prepaid first class post or registered mail or byprepaid airmail, as the case may be.

 

19.4                       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.

 

**20.**                              FURTHERASSURANCES

** **

20.1                       On or after Closing, each Party shall, at its own costand expense, execute and do (or procure to be executed and done by any othernecessary party) all such deeds, documents, acts and things as the other Partymay from time to time reasonably require in order give full effect to thisAgreement.

 

**21.**                              ASSIGNMENTS

** **

21.1                       Neither Party may assign, or transfer any of itsrights and/or obligations under this Agreement without the prior written consentof the other Party, provided that the such consent shall not be unreasonablywithheld in the event Investor and its Affiliates wish to assign, 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.

 

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**22.**                              PAYMENTS

** **

22.1                       Unless otherwise expresslystated, all payments to be made under this Agreement shall be made in Euro tothe Company, Investor or, where required to be transferred into the NotaryAccount, the Notary as follows:

 

(a)                                 to the Company at:

 
| bank:           |   | *** |
|-----------------|--------|-----|
| SWIFT code:     |   | *** |
| account name:   |   | *** |
| account number: |   | *** |
| IBAN:           |   | *** |

 

or such other account as the Company may specify;and

 

(b)                                 to Investor:

 
| bank:           |   | *** |
|-----------------|--------|-----|
| account name:   |   | *** |
| account number: |   | *** |
| bank Address:   |   | *** |
| BIC:            |   | *** |
| IBAN:           |   | *** |

 

or such other account as Investor may specify;

 

(c)                                 to the third party bank account of the Notary (the **Notary Account**) at:

 
| bank:              |   | *** |
|--------------------|--------|-----|
| BIC:               |   | *** |
| IBAN:              |   | *** |
| account name:      |   | *** |
| account number:    |   | *** |
| with reference to: |   | *** |

 

22.2                       Saveas otherwise specifically set out in this Agreement, if a Party defaults in thepayment when due of any sum payable under this Agreement, it shall paystatutory interest (*wettelijke rente)*atthe then applicable rate on that sum from the date on which payment was dueuntil the date of actual payment, which interest shall accrue from day to dayand be compounded monthly.

 

22.3                       If a Party is required bylaw to make a deduction or withholding in respect of any sum payable under thisAgreement, such Party shall, at the same time as the sum which is the subjectof the deduction or withholding is payable, pay to the other Party suchadditional amount as shall be required to ensure that the net amount receivedby the other Party will equal the full amount which would have been received bythe other Party had no such deduction or withholding been required to be made.

 

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**23.**                              GENERAL

** **

23.1                       Each of the obligations,warranties and undertakings set out in this Agreement (excluding any obligationwhich is fully performed or perpetually waived at Closing) shall continue to bein force after Closing.

 

23.2                       This Agreement may beexecuted in any number of counterparts (including facsimile copies). This hasthe same effect as if the signatures on the counterparts were on a single copyof this Agreement.

 

23.3                       The rights of each Partyunder this Agreement:

 

(a)                                 may be exercised as oftenas necessary;

 

(b)                                 are cumulative and notexclusive of rights and remedies provided by law; and

 

(c)                                 may be waived only inwriting and specifically.

 

Delay in the exercise or non-exercise of any suchright is not a waiver of that right.

 

23.4                       Except as expressly statedin this Agreement, the terms of this Agreement may be enforced only by a Partyto this Agreement or a Party’s permitted assigns or successors. In the eventany third party stipulation (*derdenbeding*)contained in this Agreement is accepted by any third party, such third partywill not become a party to this Agreement.

 

23.5                       If at any time anyprovision of this Agreement is or becomes illegal, invalid or unenforceable inany respect under the law of any jurisdiction, this shall not affect or impair:

 

(a)                                 the legality, validity orenforceability in that jurisdiction of any other provision of this Agreement;or

 

(b)                                the legality, validity orenforceability under the law of any other jurisdiction of that or any otherprovision of this Agreement.

 

The Parties shall use reasonable efforts to agree areplacement provision that is legal, valid and enforceable to achieve so far aspossible the intended effect of the illegal, invalid or unenforceableprovision.

 

23.6                       Nothingin this Agreement limits or excludes any liability for fraud.

 

**24.**                              WHOLE AGREEMENT

** **

24.1                       ThisAgreement and the other Transaction Documents to which the Company and Investorare or will be party, contain the whole agreement between the Parties relatingto the Transactions and supersede all previous agreements, whether oral or inwriting, between the Parties relating to these Transactions. Except as requiredby statute, no terms shall be implied (whether by custom, usage or otherwise)into this Agreement.

 

24.2                       EachParty acknowledges that in agreeing to enter into this Agreement it has notrelied on any express or implied representation, warranty, collateral contractor other assurance (except those set out in any of the Transaction Documents)made by or on behalf of any other Party before the entering into of thisAgreement. Each Party waives all rights and remedies which, but for this 

 

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Section 24.2,might otherwise be available to it in respect of any such representation,warranty, collateral contract or other assurance.

 

24.3                       ThisAgreement may only be amended in writing and where such amendment is signed byall the Parties, or their assigns.

 

**25.**                              NORESCISSION

** **

25.1                       The Parties waive their rights, if any, to in wholeor in part annul, rescind or dissolve (*e.g. gehele dan wel partiële ontbinding envernietiging*) this Agreement. In the event of a breach of thisAgreement by any of the Parties, the other Party shall be entitled to claim fordamages (*schadevergoeding*) and/orspecific performance (*nakoming*).

 

**26.**                              GOVERNING LAW, JURISDICTION ANDDISPUTE RESOLUTION

** **

26.1                       This Agreement is governedby, and shall be construed in accordance with, the laws of the Netherlands, without application of anyprinciple of conflict of laws that would result in reference to a different law.

 

26.2                       Unless otherwise set forththerein, any power of attorney or other document executed in connection withthis Agreement will be governed by and construed in accordance with the laws ofthe Netherlands.

 

26.3                       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**) shallbe resolved pursuant to this Section 26.

 

26.4                       Any Dispute shall be finallyresolved by binding arbitration in accordance with this Section 26 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 withSection 26.7 below or a panel of three (3) arbitrators to beappointed in accordance with Section 26.6 below (in each case, the **Tribunal**). The Netherlands Arbitration Institute (NAI) isdesignated as the Neutral Organization for all purposes for which a NeutralOrganization is required under the CPR Rules. For purposes of thisSection 26, 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.

 

26.5                       The arbitration shall beconducted in the English language. The seat of the arbitration shall beAmsterdam, the Netherlands. Except as otherwise specified in thisSection 26, the arbitrators shall decide the Dispute in accordance withthe procedural laws of the Netherlands.

 

26.6                       Subject to Section 26.8below, 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.

 

26.7                       If after exchange of thenotice of arbitration and the notice of defense it appears that no Party hasdemanded damages greater than ***, and that no Party has demanded equitablerelief, there shall be 

 

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a sole arbitrator. Such arbitrator shall be appointedby agreement of the Parties or, if the Parties are unable to reach agreement onthe arbitrator within 60 days of the notice of arbitration, the arbitrator willbe appointed in accordance with International Rule 6 of the CPR Rules.

 

26.8                       All persons appointed to actas arbitrator under this Section 26 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.

 

26.9                       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 longerperiod of time, such timetable shall provide for hearings to commence withinnine (9) months of the date on which the Tribunal has accepted itsappointment. In addition to the CPR rules, the Parties agree that thearbitration shall be conducted according to the IBA Rules on Taking ofEvidence in International Commercial Arbitration. At the request of any Party,the Tribunal shall direct that a transcript be made of any hearing, and maymake provision for how the cost of such transcript shall be borne pendingallocation of such cost in the award.

 

26.10                Each party expressly waivesany right it may have to a trial by jury of any Dispute, and also expresslywaives any right it may have to seek or to be awarded punitive damages onaccount of any matter that is the subject of a Dispute.

 

26.11                The Tribunal shall endeavorto prepare and submit to the parties its award within ninety (90) days of theconclusion of the hearings and completion of any post-hearing submissions. Theaward of the Tribunal may grant any relief appropriate under the applicablelaw, including declaratory relief, injunctive relief, and specific performance,but may not include any penalty or element of punitive or exemplary damages,provided however, that the Tribunal may add to the actual damages awarded anyadditional amount(s) specifically permitted to be added by an applicablestatute. Any award of money shall bear interest from 30 days after the datementioned in the award**at the lesser of 10% or the maximum rate allowedunder 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 may be entered and enforced in any court of competentjurisdiction. A court called upon to enforce such an award may require thelosing Party to pay the reasonable attorney fees and costs of the other Party.

 

26.12                Anyparty may seek emergency, interim or provisional relief prior to date on whichthe entire Tribunal has accepted its appointment from any court of competentjurisdiction in the Netherlands, without prejudice to the agreement toarbitrate 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.

 

26.13                The arbitration proceedings contemplated by thisprovision shall be as confidential and private as is permitted by law. Infurtherance thereof, the Parties shall not disclose the existence, content or resultsof the Dispute or any proceedings conducted in accordance with thisSection 26 except as 

 

17

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hereinprovided. 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 26 shall have no preclusive effect onany matter involving third parties.

 

**27.**                              LANGUAGE

** **

27.1                       Thelanguage of this Agreement is English and all notices to be given in connectionwith this 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.

 

[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]

 

18

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AS WITNESSthis Agreement has been signed by the Parties (or their dulyauthorised representatives) on the date stated at the beginning of thisAgreement.

 

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

 

19

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SignaturePage to Equity Purchase Agreement

 

20

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**SCHEDULE 1**

 

**CLOSING ACTIONS**

** **

**PART 1**

 

**OBLIGATIONS OF THE COMPANY**

** **

AtClosing:

 

(a)           TheCompany will, with respect to itself, provide Investor with written evidencethat the persons that will be signing the Deed of Issue and all related documentsas representatives of the Company are duly authorised to represent the Companyand to enter into this agreement in the name of the Company.

 

(b)           TheCompany shall deliver to Investor the Company Officer’s Certificate.

 

(c)           TheCompany shall procure:

 

(i)            therelease of the Legal Opinion concurrently with the execution of the Deed ofIssue;

 

(ii)           completionof the other actions to be performed by the Company contemplated by Section 10;and

 

(iii)          theregistration of the Shares in the Company’s shareholders register.

 

**PART 2**

 

**OBLIGATIONS OF INVESTOR**

** **

AtClosing:

 

(a)           Investorwill provide the Company with written evidence that the persons that will besigning the Deed of Issue and all related documents as representatives ofInvestor are duly authorised to represent Investor and to enter into thisagreement in the name of Investor;

 

(b)           Investorshall deliver to the Company the Investor Officer’s Certificate; and

 

(c)           Investorshall procure completion of the other actions to be performed by Investorcontemplated by Section 10.

 

**PART 3**

 

**GENERAL**

** **

AtClosing, the Parties shall, and shall procure that the members of theirrespective Groups, shall (as appropriate) execute the Registration RightAgreement.

 

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**SCHEDULE 2**

 

**COMPANY’S WARRANTIES**

** **

**1.**            Authority and Capacity

** **

1.1          TheCompany is validly existing and is a company duly incorporated under the lawsof the Netherlands as a limited liability company (*naamlozevennootschap*).

 

1.2          TheCompany has full power and authority (corporate or otherwise) to carry on itsrespective business as currently conducted and as disclosed in the SECDocuments filed with or furnished to the SEC prior to the date of theAgreement, and to enter into, execute, deliver and carry out the terms of theAgreement and the other Transaction Documents and to incur and discharge itsobligations provided for herein and therein.

 

1.3          TheCompany has taken or will have taken by the Closing Date all corporate actionrequired by it to authorise it to perform its obligations pursuant to thisAgreement and the other Transaction Documents.

 

1.4          TheTransaction Documents (other than the Registration Rights Agreement) have been,and at Closing the Registration Rights Agreement will be, duly and properlyexecuted and duly delivered, as required by law, by the Company, and assumingdue authorization, execution and delivery of this Agreement and the otherTransaction Documents by the other parties hereto and thereto, constitute orwill constitute legal and binding obligations of the Company, enforceable inaccordance with their terms, except as such enforceability may be limited byapplicable bankruptcy, insolvency, reorganisation or other similar lawsaffecting the enforcement of the creditors’ rights generally or by generalprinciples of equity.

 

1.5          Except forthe filing for approval of the prospectus and request for admission to tradingas set out in Section 14.1 and related required actions, no consent, waiver,approval, authorization, exemption, registration, license or declaration of orby, or filing with, any Government Entity or any other person is required to bemade or obtained by the Company in connection with (i) the execution orenforcement of the Transaction Documents or (ii) the consummation of any of thetransactions provided for hereby or thereby, other than in all cases where thefailure to obtain or make such consent, waiver, approval, authorization,exemption, registration, license, declaration or filing, is attributable toInvestor or would not, individually or in the aggregate, be reasonably expectedto materially impair or delay the Company’s ability to perform its obligationshereunder or thereunder.

 

1.6          No actionhas been taken or is contemplated to dissolve or liquidate the Company, and, tothe Knowledge of the Company, no insolvency proceedings have been proposed,commenced or threatened against the Company and no judgement has been made oris pending declaring the Company insolvent.

 

**2.**            The Shares and Ordinary Shares

** **

2.1          Whenissued and paid for in accordance with the Agreement, (i) the Shares will beduly and validly issued, fully paid and non-assessable, (ii) such Shares willform part of the same class of ordinary shares and will have the same rights,preferences, privileges and restrictions as all of the other Ordinary Shares,except as provided in the following clause (iii), (iii) the issuance of suchShares will not be subject to pre-emptive rights (which will have been validlyexcluded), and (iv) Investor 

 

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willacquire full ownership of such Shares, free and clear of any lien, encumbrance,attachment, usufruct, pledge or other security interest or limitation (exceptas provided for in the Shareholder Agreement).

 

2.2          Save for*** Ordinary Shares to be issued pursuant to the exercise of options under theESOP since 4 September 2009, as of the Signing Date and immediately prior toClosing, the Company shall have 66,634,036 issued Ordinary Shares. Except for*** options granted under the ESOP, there are no outstanding securitiesconvertible into or exchangeable for, or warrants, rights or options, oragreements to grant warrants, rights or options, to purchase or to subscribefor, or any other obligations or commitments of the Company or any of its GroupCompanies to create, issue, sell or otherwise dispose of, any securities of theCompany or any of its Group Companies.

 

2.3          Save asset out in the Articles of Association as they are in force on the Signing Dateand save as set out in the Shareholder Agreement, there are no restrictionsapplicable to the Ordinary Shares generally upon the voting or transfer of anyof the Ordinary Shares pursuant to the Company’s constituting documents orpursuant to any agreement or other instrument to which the Company is a partyor by which it may be bound.

 

**3.**            Effect of Transactions

** **

3.1          Theexecution and delivery of this Agreement and the other Transaction Documents bythe Company will not (i) conflict with or result in any material breach of anyapplicable law, regulation or corporate governance code or any provision of theArticles of Association or any of the Group Companies’ articles of association(or equivalent documents), (ii) require any consent, waiver or approval underany material contractual arrangement of the Company or the Group Companies,(iii) result in a material breach, default, penalty or other (payment)obligation under any contractual arrangement of the Company or the GroupCompanies, (iv) result in the creation or imposition of any security interestor encumbrance of any kind on any asset of the Company or any of the GroupCompanies, or (v) violate any rule or regulation applicable to the Company orany of the Group Companies or any of their respective assets except if suchviolation would not reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect.

 

3.2          No Dutchcapital tax, registration tax, transfer tax, stamp duty or any other similarDutch tax or duty will be payable by or on behalf of Investor in theNetherlands in respect of or in connection with the sale and purchase of theShares,.

 

**4.**            Prospectus, Listing and Securities Laws

** **

4.1          TheOrdinary Shares currently in issue are listed on Euronext Amsterdam and theCompany is in compliance in all material respects with the relevant rules ofEuronext Amsterdam and any other applicable rules or regulations in relation tothe listing and there are no other applicable requirements of EuronextAmsterdam with which it is not in compliance.

 

4.2          TheAmerican Depositary Shares of the Company (the **ADS**)currently in issue are listed, and any ADS subsequently issued to Investor orits Affiliates will be listed, on The Nasdaq Stock Market. To the Knowledge ofthe Company the Company is in compliance in all material respects with theapplicable Nasdaq Marketplace Rules.

 

4.3          To theKnowledge of the Company, in relation to the Company, the Ordinary Shares orany securities the value of which are dependent on the value of the OrdinaryShares, the Company in the period prior to execution of this Agreement has not(i) materially infringed applicable securities laws 

 

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inthe Netherlands in respect of insider trading (*voorwetenschap*),(ii) failed to make any material notification or filing required under suchlaws and regulations or (iii) done anything or omitted to do anything whichmight constitute a material breach or criminal offence under such laws.

 

4.4          All of thepublic statements (including regulatory filings, financial statements, pressreleases and information communicated to the market) made by the Company or theGroup Companies comply with applicable law, regulations and corporategovernance codes in all material respects, and none of them contained as of thedate such statement was made any untrue statement of a material fact or omittedto state any material fact required to be stated therein or necessary to makethe statements therein, in light of the circumstances in which they are made,not misleading, and the Company and the Group Companies have not failed toobserve any obligation to make any such public statement in any materialrespect.

 

4.5          On thedate the Prospectus will be published: (i) the Prospectus will contain allinformation which is material and all such information, which, according to theparticular nature of the Company and its Group Companies, the Shares and theTransactions, investors would reasonably require and reasonably expect to findthere to make an informed assessment of the assets and liabilities, financialposition, profits and losses and prospects of the Company and of the rightsattaching to the Shares and which is required to comply with all statutory andother legal provisions of the Netherlands (including the Act on the Financial Supervision)and the Prospectus Directive; (ii) all statements in the Prospectus or anyother document issued in connection with the Transactions will be true,accurate and not misleading in any material respect (iii) the Prospectus willnot omit to state any material fact necessary to make such information,opinions, predictions or intentions not misleading in any respect; and (iv) allrequirements of the AFM in connection with the approval of the Prospectus andall conditions to such approval and any derogations or variations from therequirements or policies of the AFM or of the Prospectus Directive granted bythe AFM in connection with such approval, will be satisfied or complied with.

 

4.6          TheCompany meets all of the requirements for filing with the SEC a registrationstatement on Form F-3 with respect to the Shares.

 

4.7          Assumingthe accuracy of Investor’s representations and warranties, neither the Companynor anyone acting on its behalf has taken, or will take, any action that wouldsubject the issuance or sale of the Shares to the registration requirements ofSection 5 of the Securities Act.

 

4.8          TheCompany shall not, and shall use its commercially reasonable efforts to ensurethat no Affiliate of the Company shall, sell, offer for sale, or solicit offersto buy, or otherwise negotiate in respect of, any security (as defined inSection 2 of the Securities Act) that will be integrated with the offer or saleof the Shares in a manner that would require the registration under theSecurities Act of the sale of the Shares to Investor.

 

4.9          Neitherthe Company, nor any of its officers, directors, employees, agents,stockholders, or partners has either directly or indirectly, including througha broker or finder (a) engaged in any general solicitation, or (b) publishedany advertisement in connection with the offer and sale of the Shares.

 

4.10        TheCompany is a “Well-Known Seasoned Issuer” as defined in Rule 405 under theSecurities Act.

 

4.11        (i) Since31 December 2008, the Company has filed or furnished (as applicable) all SECDocuments to the SEC under the Exchange Act or the Securities Act, (ii) theCompany has delivered to Investor or its representatives, to the extent notpublicly available through the SEC’s website or otherwise, true and completecopies of the SEC Documents, and (iii) as of their respective filing dates, theSEC 

 

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Documents(other than SEC Documents not deemed to be “filed” for the purposes of Section 18of the Exchange Act) (a) did not contain any untrue statement of a materialfact or omit to state a material fact necessary in order to make the statementsmade therein, in light of the circumstances under which they were made, notmisleading, and (b) conformed in all material respects to the applicablerequirements of the Exchange Act or the Securities Act, as the case may be, andthe applicable rules and regulations of the SEC thereunder.

 

**5.**            The Company and its Group

** **

5.1          (i) All certificates, permissions, authorisationsand consents which are material for carrying on the respective businesses ofthe Company and each of the other Group Companies have been obtained and are infull force and effect and (ii) neither the Company nor any of the other GroupCompanies has received or reasonably should expect to receive any notice of anyLegal Proceedings relating to the revocation or modification of any suchcertificate, permission, authorisation or consent which, if the subject of anunfavourable decision, ruling or finding, could reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect.

 

5.2          All pre-clinical and clinical studies, trials andinvestigations conducted or sponsored by the Group Companies are being, and atall times have been, conducted in compliance in all material respects with allapplicable clinical protocols, informed consents and Applicable Lawsadministered or issued by applicable Regulatory Authorities, including (to theextent applicable) (i) U.S. Food and Drug Administration standards forconducting non-clinical laboratory studies contained in Title 21 part 58 of theU.S. Code of Federal Regulations, (ii) investigational new drug requirements,(iii) U.S. Food and Drug Administration standards for the design, conduct,performance, monitoring, auditing, recording, analysis and reporting ofclinical trials contained in Title 21 parts 50, 54, 56, 312, 314, and 320 ofthe U.S. Code of Federal Regulations, (iv) U.S. and international federal,state, and local laws restricting the use and disclosure of individuallyidentifiable health information, and (v) the International Conference onHarmonisation Guideline on Good Clinical Practice (ICH Topic E6).

 

5.3          Since 31 December 2005, neither the Company nor anyother Group Company has directly or indirectly received any oral or writtencommunication (including any warning letter, untitled letter, Form 483 orsimilar notice) from any Regulatory Authority except communications which havenot had or could not reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect.

 

5.4          Neitherthe Company nor any other Group Company, nor, to the Knowledge of the Company,any of their respective officers or employees (in their capacity as such), hasmade an untrue statement of a material fact or a fraudulent statement to anyRegulatory Authority, failed to disclose a material fact required to bedisclosed to any Regulatory Authority, or committed an act, made a statement,or failed to make a statement that, at the time of such disclosure or failureto disclose, could reasonably be expected to provide a basis for any RegulatoryAuthority to invoke its policy respecting “Fraud, Untrue Statements of MaterialFacts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191(September 10, 1991) of the U.S.A. or any similar policy in the Netherlands,the U.S.A. or elsewhere, in each case, in connection with the respectivebusiness of the Company or such other Group Company, as the case may be.

 

5.5          To the Knowledge of the Company neither any GroupCompany, nor, any agent or other person acting on behalf of a Group Company has(i) directly or indirectly, used any funds for unlawful contributions, gifts,entertainment or other unlawful expenses related to domestic or foreignpolitical activity, (ii) made any unlawful payment to domestic or foreigngovernment officials or employees, or to any domestic or foreign politicalparties or campaigns, from corporate funds, (iii) failed to 

 

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disclose fully any contribution made by such GroupCompany (or by any person acting on such Group Company’s behalf of whom theCompany is aware) that is in violation of law, or (iv) violated in any materialrespect any provision of the U.S. Foreign Corrupt Practices Act of 1977, asamended.

 

5.6          No Government Entity of competent jurisdiction has,to the Knowledge of the Company: (i) instituted or threatened any LegalProceedings to restrain, prohibit or otherwise challenge or interfere with theTransactions or any part thereof proposed under this Agreement or any otherTransaction Document to which the Company is a party; (ii) threatened toinstitute any Legal Proceedings as a result or in anticipation of theimplementation of such Transactions or any part thereof; or (iii) proposed orenacted any Applicable Law, or given any Judgment, binding on the Company,which would prohibit, materially restrict or materially delay implementation ofsuch Transactions.

 

5.7          To the Knowledge of the Company, the Company andeach Group Company has conducted its business at all times in compliance withEnvironmental Laws and Health and Safety Laws in all material respects. Exceptas has not had or could not reasonably be expected to have, individually or inthe aggregate, a Material Adverse Effect, no property currently or formerlyowned or operated by any Group Company has been materially contaminated withany Hazardous Material and no Group Company is subject to any liability forHazardous Material disposal or contamination on any third party property.Except as has not had or could not reasonably be expected to have, individuallyor in the aggregate, a Material Adverse Effect, the Company has not receivedany notice, claim, demand or other communication alleging any actual or potentialbreach of Environmental Laws or Health and Safety Laws from any applicableauthority or individual and to the Knowledge of the Company there are nocircumstances that might reasonably be expected to give rise to the service ofany such notice, claim, demand or communication.

 

5.8          The Company and each of its Subsidiaries maintain asystem of internal accounting controls sufficient to provide reasonableassurance that (i) transactions are executed in accordance with management’sgeneral or specific authorizations; (ii) transactions are recorded as necessaryto permit preparation of financial statements in conformity with IFRS, asapplicable, and to maintain asset accountability; (iii) access to assets ispermitted only in accordance with management’s general or specificauthorization; and (iv) the recorded accountability for assets is compared withthe existing assets at reasonable intervals and appropriate action is takenwith respect to any differences.

 

5.9          The Company and its Subsidiaries’ internal controlover financial reporting is effective and to the Knowledge of the Company thereare no material weaknesses in its internal control over financial reporting.

 

5.10        (i) The Company maintains disclosure controls andprocedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) thatcomply with the requirements of the Exchange Act, (ii) such disclosure controlsand procedures have been designed to ensure that material information relatingto the Company and its consolidated Subsidiaries is made known to the Company’sprincipal executive officer and principal financial officer by others withinthose entities and (iii) such disclosure controls and procedures are effective.

 

5.11        Since 31 December 2008, there has been no MaterialAdverse Effect.

 

5.12        Since 31 December 2008, no Group Company hasentered into any material contract or material commitment or incurred anymaterial liability (including a contingent liability) which is outside theordinary course of business or is of an unusual or onerous nature, other thanthe Transaction Documents or any other agreement permitted pursuant to thisAgreement. Since 31December 2008, 

 

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theCompany and the Group Companies have conducted their respective businesses in theordinary course consistent with past practice in all material respects, exceptfor (i) the negotiation and the signing of this Agreement and relatedagreements with Investor and its Affiliates and (ii) discussions with certainthird parties related to proposed strategic transactions with the Company thatdid not result in the execution of any definitive agreement with respect to atransaction.

 

5.13        Except as set out in this Agreement or any otherTransaction Document or any SEC Document, there are no material agreements,arrangements or understandings (whether legally binding or not) between anyGroup Company and any person (other than another Group Company) who is or was ashareholder, or the beneficial owner of any interest in any such Group Companyor in any company in which any Group Company is interested, or any personconnected with any such person, relating to the management of the business ofsuch Group Company or the appointment or removal of any directors of such GroupCompany or the ownership or transfer of ownership of any of the material assetsof such Group Company or which concerns the provisions of any material finance,goods, services or facilities to or by such Group Company.

 

5.14        To the Knowledge of the Company (i) the statutorybooks, books of account and other material records of each Group Company thatare required by law to be kept by such Group Company are up-to-date and containmaterially complete and accurate records to the extent required by law, (ii) noGovernment Entity of competent jurisdiction has given any notice, or made anyallegation, that any such records are incorrect or contain any error thatshould be rectified except where such notice or allegation has not had or couldnot reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect and (iii) all material accounts, documents and returnsthat are required by law to be delivered or made to the Dutch tax authority (*Belastingdienst*) or any other similar statutory authority inany other relevant jurisdiction have been duly and correctly delivered or made.

 

5.15        Each Group Company has good and marketable title toall real property, and good and marketable title to all personal property, thatis owned by it and which is material to its business, in each case free andclear of all Encumbrances, except for Permitted Liens.

 

5.16        Except as encountered in the ordinary course ofbusiness or as disclosed in the Financial Statements or the Disclosure Letter,(a) neither the Company nor any other Group Company nor, to the Company’sknowledge, any of their respective officers (in their capacity as such) is, orhas in the last 12 months been, engaged in any Legal Proceedings and (b) to theKnowledge of the Company, no Legal Proceedings have been threatened by oragainst the Company or any other Group Company or any of their respectiveOfficers (in their capacity as such).

 

5.17        Each Group Company is and has been insured byinsurers of recognized financial responsibility against such losses and risks,and in such amounts, as the Company believes to be prudent and customary in thebusinesses and locations in which each Group Company is engaged. No GroupCompany has received any notice of cancellation of any such insurance, and noGroup Company, to Knowledge of the Company, will be unable to renew itsexisting insurance coverage as and when such coverage expires, or to obtainsimilar coverage from similar insurers as may be necessary to continue theGroup Company’s business without a significant increase in cost.

 

5.18        (i) the Group Companies own, or possess the rightto use, all material patents, patent rights, licenses, inventions, copyrights,know-how (including trade secrets and other unpatented and/or unpatentableproprietary or confidential information, systems or procedures), trademarks,service marks and trade names currently employed by them in connection with thebusiness now operated by them, (ii) to the Knowledge of the Company none of theGroup Companies has infringed or violated, or is infringing or violating, theintellectual property rights of any third party and, to the Knowledge of the 

 

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Company, no third party is infringing or otherwiseviolating any of the rights arising under the intellectual property owned by,licensed to or otherwise used by any of the Group Companies, (iii) neither theCompany nor any other Group Company has received any written notice ofinfringement of or conflict with asserted rights of others with respect to anyof the foregoing, (iv) the Group Companies are in all material respects incompliance with the terms of all intellectual property rights licensed to themand have performed all obligations required to be performed by them to dateunder such licenses, and none of them are (with or without the lapse of time orthe giving of notice, or both) in breach or default in any respect under suchlicenses, and (v) the execution and delivery of this Agreement and the otherTransaction Documents, the Closing and the other transactions contemplatedhereby and thereby and the compliance with the provisions hereof and thereof donot and will not conflict with, or result in any violation or default (with orwithout notice or lapse of time, or both) under, or give rise to a right oftermination, cancellation or acceleration of any intellectual property rightowned by, licensed to, or otherwise used by, any of the Group Companies.

 

5.19        Except as set out in the SEC Documents, no GroupCompany has a pension scheme or any obligation to contribute towards thepension arrangements of such Group Company’s directors or employees or formerdirectors or employees.

 

5.20        No material labour dispute exists or, to theKnowledge of the Company, is imminent, with respect to any employees of anyGroup Company, which would have, or reasonably be expected to result in, aMaterial Adverse Effect, and the Company believes that each Group Company’srelationship with its employees is good. Each Group Company is in compliancewith all domestic and foreign federal, state and local laws and regulationsrelating to employment and employment practices, terms and conditions of employment,and wages and hours, except where the failure to be in compliance could not,individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect.

 

5.21        To the Knowledge of the Company, the Company’saudited financial statements as at 31 December 2008 provide for or disclose, inaccordance with generally accepted accounting principles and on a basis consistentwith the accounting policies adopted by the Company, all **Material TaxLiabilities** (meaning Tax liabilities exceeding individually EUR250,000 per legal entity) which the Company or any other Group Company, as thecase may be, had as at that date.

 

5.22        Since 31 December 2008, no Group Company hasincurred a Material Tax Liability other than in the ordinary course of businesswhich could reasonably be considered material.

 

5.23        To the Knowledge of the Company, all information,returns, computations and notices of each Group Company required by law for Taxpurposes have been made up to and including the date hereof within therequisite period or within the extended period as approved by any tax or otherstatutory authority, and on a proper basis and are up-to-date and correct.

 

5.24        Tothe Knowledge of the Company, except as disclosed in the Audited FinancialStatements, no claim or dispute involving the Company or any other GroupCompany has been made by or arisen with any Tax authority, which, in each case,could reasonably be considered material and, to the Knowledge of the Company,there is no significant risk that a claim of this type will be made or that adispute of this type will arise.

 

5.25        To the Knowledge of the Company, each of the Group Companieshas within any applicable time period paid or accounted for all Material TaxLiabilities required to be paid or accounted for by it prior to the date ofthis Agreement.

 

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5.26        No Group Company has made an entity classificationelection under U.S. Treasury Regulation Section 301.7701-3.

 

5.27        Except as set out in this Agreement or any otherTransaction Document, there is not outstanding (i) any loan made by any GroupCompany to, or debt owing to any Group Company by, any director or anyshareholder of the Company, or any person connected with any of them or (ii) anyagreement or arrangement to which any Group Company is a party and in which anydirector or any shareholder of the Company or any such connected person isinterested,

 

5.28        No Group Company other than the Company is areporting company under Sections 13(a), 13(c) or 15(d) of the Exchange Act.

 

5.29        (i) The audited consolidated financial statementstogether with the related notes of the Company as of 31 December 2008 and 2007and for the three years ended 31 December 2008 included in the Company’s AnnualReport on Form 20-F (the **Audited FinancialStatements**) (a) presenta true and fair view of the state of affairs of the Company and its consolidatedSubsidiaries as of their respective dates and the profit and loss of theCompany and its consolidated Subsidiaries for the periods to which they relate,and (b) have been prepared in accordance with IFRS, and (ii) the unauditedconsolidated interim financial data as of and for the six month periods ended 30 June 2009 provided to Investor (the **Unaudited Financial Data**, and, together with the AuditedFinancial Statements, the **Financial Information**)(a) present (subject to customary year-end audit adjustments) a true and fairview of the state of affairs of the Company and its consolidated Subsidiariesas of their respective dates and the profit and loss of the Company for theperiods to which they relate and (b) have been prepared in accordance with IFRSand otherwise on a basis consistent with the Audited Financial Statements. AnyFinancial Information included in SEC Documents filed or furnished after theSigning and prior to the Closing will be prepared on a basis consistent withclause (i) or (ii) above, as applicable.

 

5.30        Except the fees payable by the Company to theCompany’s lawyers and to Barclays, no fees and expenses of any broker,investment banker or financial advisor or other person engaged by the Companyor any of its Affiliates in connection with this Agreement or the TransactionDocuments or the transactions contemplated hereby or thereby will be payable bythe Company, Investor or any of their respective Affiliates.

 

**6.**            Information

** **

6.1          To thebest knowledge of the Company, all material information that a prudent partywould reasonably require in deciding whether to enter into the Transactions hasbeen provided to Investor and all information provided by the Company or by theGroup Companies to Investor, its Affiliates and their Officers is correct inall material respects and not misleading.

 

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**SCHEDULE 3**

** **

**REPRESENTATIONS AND WARRANTIES OFINVESTOR**

** **

**1.**                                     Authorisation and Capacity

** **

1.1                              Investor is validly existing and is a company dulyincorporated under the laws of the Netherlands as a private company withlimited liability (*besloten vennootschap metbeperkte aansprakelijkheid*)].

 

1.2                              Investor has full power and authority (corporate orotherwise) to enter into, execute, deliver and carry out the terms of theAgreement and the other Transaction Documents to which is a party and to incurits obligations provided for herein and therein, all of which have been dulyauthorised by all necessary corporate action and is not in violation of itsarticles of association or governing documents.

 

1.3                              No consent, authorisation or approval of, filingwith, notice to, or exemption by, any governmental authority is required toauthorise or is required in connection with the execution, delivery andperformance by Investor of the Agreement and the other Transaction Documents towhich is a party, or is required as a condition to the validity orenforceability of thereof, other than in all cases where the failure to obtainor make such consent, waiver, approval, authorization, exemption, registration,license, declaration or filing, is attributable to the Company or would not,individually or in the aggregate, be reasonably expected to materially impairor delay Investor’s ability to perform it obligations thereunder.

 

1.4                              The Agreement and the other Transaction Documents towhich Investor is or will be a party, assuming due authorization, execution anddelivery by the other parties hereto and thereto, constitute or will constitutelegal and binding obligations of Investor, enforceable in accordance with theirterms, except as such enforceability may be limited by applicable bankruptcy,insolvency, reorganisation or other similar laws affecting the enforcement ofthe creditors’ rights generally or by general principles of equity.

 

1.5                              The execution, delivery and carrying out by Investorof the terms of the Agreement and the other Transaction Documents to which is aparty will not constitute a default under, conflict with, or require anyconsent under (other than consents which have been obtained), any applicablelaws and regulations or any mortgage, indenture, contract, agreement, license,judgment, decree or order to which it is party or by which it or its assets arebound, which defaults, conflicts and consents, if not obtained, would have amaterial adverse effect on the rights or obligations of any of the Partiesunder this Agreement and the other Transaction Documents to which Investor is aparty, or the ability of any Party to perform its obligations hereunder orthereunder.

 

**2.**                                     Financing

** **

2.1                              Investor has at the date hereof and will have at theClosing Date sufficient funds to effect the payments due by it at the ClosingDate and fulfil all of its obligations as contemplated by this Agreement andthe other Transaction Documents.

 

**3.**                                     Securities Laws

** **

3.1                              Investor is an accredited investor within the meaningof Rule 501(a) of Regulation D under the Securities Act and is knowledgeable,sophisticated, and experienced in making, and is qualified to

 

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make decisions with respect to, investments in sharespresenting an investment decision like that involved in the purchase of theShares. Investor has had (i) an opportunity to discuss the Company’s business,management, financial affairs and the terms and conditions of the offering ofthe Shares with the Company’s management, and (ii) access to adequateinformation about the Company and its business, management, financial affairsto enable it to evaluate its investment in the Shares. The foregoing, however,does not limit or modify the representations and warranties of the Company in **Schedule 2**of this Agreement or the right of Investor torely thereon.

 

3.2                              Investor is acquiring the Shares for its own accountfor investment purposes only, and not with a view to the distribution of anypart thereof in violation of the Securities Act or any applicable state laws.Investor does not currently have any arrangement or understanding with anyother persons regarding the distribution of the Shares.

 

3.3                              Investor will not, directly or indirectly, offer,sell, pledge, transfer, or otherwise dispose of (or solicit any offers to buy,purchase, or otherwise acquire or take a pledge of) any of the Shares, exceptin compliance with the laws of the Netherlands, the Securities Act, and allother applicable U.S. federal and state securities laws, and the applicablelaws of any other jurisdiction.

 

3.4                              Investor has carefully considered the potential risksrelating to the Company and to the purchase of Shares, and understands that theShares are speculative investments which involve a high degree of risk of lossof Investor’s entire investment.

 

3.5                              Investor acknowledges, represents and agrees that noaction has been taken in the United States that would permit (i) a publicoffering of the Shares, or (ii) possession or distribution of offering materialsin connection with the issue of the Shares. Investor will comply with allapplicable laws and regulations in each jurisdiction in which it subscribes,offers, sells or delivers Shares or possesses or distributes any offeringmaterial.

 

3.6                              Investor understands that (i) the Shares have notbeen registered under the Securities Act or registered or qualified under anystate securities law in reliance on specific exemptions there from, and (ii) thatthe Shares may be resold only if registered pursuant to the provisions of theSecurities Act pursuant to an exemption from registration under the SecuritiesAct or in an offshore transaction in accordance with Rule 904 of Regulation Sunder the Securities Act. Investor further understands that no public offering(*openbare uitgifte*) has been conducted inthe Netherlands or any other jurisdiction with respect to the Shares.

 

3.7                              Investor represents, warrants and agrees that it hasnot engaged in any short selling of the Company’s securities, or established orincreased any “put equivalent position” as defined in rule 16(a) - 1(h) underthe Exchange Act with respect to Company’s securities within the past 10trading days.

 

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**SCHEDULE 4**

** **

**PRESS RELEASE**

** **

PublicAnnouncement

 

**Johnson & Johnson andCrucell Announce Strategic****Collaboration****to Develop InnovativeProducts, Including****Therapies for InfluenzaPrevention and Treatment**

 

***Agreementalso includes 18% Equity Investment in Crucell by******Johnson & Johnson and a Collaboration to Develop Innovative Therapies for Other Diseases***

 

NewBrunswick, N.J., and Leiden, the Netherlands September XX, 2009 —Johnson & Johnson (NYSE: JNJ) and Crucell (Euronext, NASDAQ: CRXL; SwissExchange: CRX) today announced that Johnson & Johnson, through itssubsidiary Ortho-McNeil-Janssen Pharmaceuticals, Inc., and Crucell have enteredinto a strategic collaboration focusing on the discovery, development andcommercialization of monoclonal antibodies and vaccines for the treatment andprevention of influenza and other infectious and non-infectious diseases.

 

Theimmediate focus of the collaboration will be the development andcommercialization of a universal monoclonal antibody product (flu-mAb) for thetreatment and prevention of influenza. The focus of the long-term innovationcollaboration will be on new discovery programs leading to the development andcommercialization of a universal influenza vaccine as well as the developmentof monoclonal antibodies and/or vaccines directed against up to three otherinfectious and non-infectious disease targets.

 

Johnson &Johnson, through its affiliate JHC Nederland B.V., has also purchased 14.6million newly issued ordinary shares of Crucell, representing approximately 18%of Crucell’s outstanding ordinary shares, for an aggregate purchase price of €301.8 million.  In addition, thecompanies have agreed to development milestones and royalty payments based onthe successful development and commercialization of products in connection withthe collaboration.

 

Under theflu-mAb collaboration, Crucell and Ortho-McNeil-Janssen Pharmaceuticals or itsaffiliates will share responsibilities to develop a universal flu-mAb producttargeting all influenza A strains, including H1N1 strains (which cause seasonalflu and the current pandemic) and the H5N1 or avian strain (‘bird flu’).Crucell will be responsible for research and development through Phase IIa ofthe influenza antibodies it has already discovered, as well as newly discoveredinfluenza antibodies that emerge from the collaboration. Ortho-McNeil JanssenPharmaceuticals or its affiliates will be responsible for late-stagedevelopment of the flu-mAb product from Phase Ilb onward.

 

Underthe long-term innovation collaboration, Ortho-McNeil-Janssen Pharmaceuticals orits affiliates and Crucell will jointly work to discover and develop auniversal flu vaccine for the prevention of influenza, as well as antibodyand/or vaccine products against up to three additional infectious ornon-infectious disease targets to be selected after exploratory research.

 

Bothcollaborations will leverage the vaccine/antibody know-how and technologyplatforms of Crucell and the broad scientific and development expertise ofOrtho-McNeil-Janssen Pharmaceuticals and its affiliates.

 

Ortho-McNeil-JanssenPharmaceuticals will hold commercialization rights for products resulting fromboth collaborations in all countriesthroughout the world with the exception of the European Union and certain additional European countries, whereCrucell will retain commercializationrights. Ortho-McNeil-Janssen

 

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Pharmaceuticals’ commercialization rights for productsemerging from the innovation collaboration may be expanded worldwide if Crucell elects not to contribute toward development.

 

Influenzacauses significant morbidity and mortality worldwide.****In2008 alone, some 14 million people in the industrialized world were diagnosedwith influenza, with millions more being diagnosed in developing regions.Annual flu epidemics are thought to result in 3—5 million cases of severeillness and result in more than 350 thousand deaths every year around theworld.

 

“Despitesignificant advances in prevention and treatment, influenza remains a majorhealth threat, and each year, vaccines must be formulated to address thecurrent influenza strain,” said Paul Stoffels, Global Head, PharmaceuticalsResearch and Development, Johnson & Johnson. “A universal antibody orvaccine that protects against a broad range of strains would be an importantadvance in helping doctors and nurses manage the annual influenza season andcontrol acute epidemic and pandemic outbreaks. We are excited about thiscollaboration with Crucell because it provides us access to antibody andvaccine know-how and technology and expands our ability to offer preventivehealth care solutions for unmet medical needs.”

 

Crucell’sChief Executive Officer, Ronald Brus, said: “Crucell’s innovative technologiesfor the discovery, development and manufacture of antibody products andvaccines provide avenues to develop much-needed medical solutions for globalhealth threats. We are delighted that this collaboration with Johnson &Johnson will strengthen and facilitate our efforts to bring innovation toglobal health. It provides an avenue to accelerate Crucell’s existing ‘flu-mAb’program, which has already demonstrated the potential to deliver an antibodyproduct for the prevention and treatment of any type of influenza strain.”

 

Inconnection with the equity investment, Crucell and JHC Nederland have enteredinto a shareholder agreement setting forth certain rights and restrictions ofJHC Nederland as a shareholder, which includes a 3-year standstill requiringCrucell’s consent for an increase of JHC Nederland’s interest in Crucell(subject to customary exceptions), a 3-month lock-up on transfers of the shares(subject to customary exceptions) and certain other provisions. The shareholderagreement will be described in more detail in the prospectus which will beissued by Crucell in connection with the listing of the shares issued to JHCNederland.

 

On August 18, 2009, Crucellannounced that it had received a U.S. National Institutes of Health (NIH)contract aimed at advancing the development of monoclonal antibodies for thetreatment of seasonal and pandemic influenza. The contract provides funding ofup to $40.7 million, with additional options worth a further $28.4 million thatmay be triggered at the discretion of the NIH, bringing the potential totalaward amount to $69.1 million. This funding will be used for Crucell’s work inthe flu-mAb collaboration announced today between Crucell and Ortho-McNeilJanssen Pharmaceuticals to expedite the potential availability of a universalantibody product for the treatment and prevention of influenza in humans.

 

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**SCHEDULE 5**

** **

**DEED OF ISSUE**

 

34

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**ISSUANCE OF SHARES CRUCELL N.V.**

** **

 

CRUCELL N.V.

 

 

AND

 

 

JHC NEDERLAND B.V.

 

 

ALLEN & OVERY

 

AMSTERDAM

 

Dated 28 September 2009

 

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**I****SSUANCE OF SHARES CRUCELL N.V.**

 

**THIS DEED** (this **Deed**) is made on 28 September 2009,

 

**BETWEEN:**

 

1.                                     Crucell N.V., a publiccompany (*‘naamloze vennootschap’*) under Dutchlaw, having its official seat in Leiden, the Netherlands, its office address atArchimedesweg 4, 2333 CN Leiden, the Netherlands and registered in theCommercial Register under number 28087740 (**Crucell**) and assuch representing Crucell; and

 

2.                                     JHC Nederland B.V., a privatecompany with limited liability (*‘besloten vennootschap metbeperkte aansprakelijkheid’*) under Dutch law, having its officialseat in Amersfoort, the Netherlands, its office address at Paul Janssenweg 150,5026 RH Tilburg, the Netherlands and registered in the Commercial Registerunder number 18039770 (the **Investor**) andas such representing the Investor.

 

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

 

**RECITALS:**

 

(A)          On 28 September 2009, Crucell and the Investorentered into an agreement (the **Equity Purchase Agreement**)regarding the sale and issuance of shares in the share capital of Crucell byCrucell to the Investor.

 

(B)                               Further toextensive negotiations between Crucell and theInvestor, on 27 September 2009, the Management Board of Crucell resolved to issue to the Investor14,626,984 ordinary registered shares in the share capital of Crucell (the **New Shares**), with a nominal value of EUR 0.24 each which resolutionwas approved by the Supervisory Board of Crucell.

 

(C)          Concurrently and in relation to the issuance ofthe New Shares, Crucell shall enter into a cooperation with the Investor or itsaffiliates.

 

(D)                               As soon as reasonablypossible after the execution of this Deed, the Investor shall have the NewShares converted into bearer shares in accordance with the relevant provisionsof the articles of association of Crucell and the Equity Purchase Agreement.

 

(E)          Crucell will apply for admission to trading ofthe New Shares on Euronext Amsterdam by NYSE Euronext as soon as reasonablypossible after signing of the Equity Purchase Agreement, but in any case withinninety days after the execution of this Deed in accordance with Rule 61002/1sub (ii) of Euronext Rule Book I: Harmonised Rules.

 

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(F)                               Crucell and theInvestor shall hereby effect the issuance of the New Shares on the terms statedbelow, on the terms of the Equity Purchase Agreement.

 

**NOW THEREFORE, CRUCELL AND THEINVESTOR HAVE AGREED AS FOLLOWS:**

 

**Article 1. Issuance.**

 

1.1          Crucell hereby issues the New Shares to theInvestor and the Investor hereby accepts the same from Crucell, all on theterms of the Equity Purchase Agreement.

 

1.2          The New Shares shall be registered and no sharecertificates shall be issued for the New Shares.

 

1.3          Crucell shall register the issuance of the NewShares in its register of shareholders.

 

**Article 2. Issue Price; SharePremium; Payment; Discharge.**

 

2.1                              The New Shares areissued at an issue price of EUR 20.63 per share, amounting to EUR301,754,679.90  in the aggregate (the **Obligation To Pay**).

 

2.2                              The amount by whichthe full amount of the Obligation To Pay exceeds the aggregate nominal value ofthe New Shares will be share premium and will be added to the general sharepremium reserve (*‘algemene agioreserve’*)maintained in the books of Crucell.

 

2.3                              The full amount of theObligation To Pay will be paid in euro into the designated account of the civillaw notary on the date hereof. The civil law notary shall release and pay theObligation To Pay to Crucell in accordance with the Notary Letter as attachedto this Deed (Annex).

 

**Article 3.  Dissolution (*‘ontbinding’*).**

 

Withoutprejudice to the provisions of the Equity Purchase Agreement, Crucell and theInvestor waive the right to dissolve the agreement laid down in this Deed or todemand dissolution thereof.

 

**Article 4.**** G****eneral**

 

4.1                              This Deed may beexecuted in any number of counterparts, all of which taken together shallconstitute one and the same agreement and any Party may enter into this Deed byexecuting a counterpart.

 

4.2                              This Deed isgoverned by and shall be construed in accordance with Dutch law. Any disputesarising from or in connection with this Deed shall be dealt with in accordancewith the relevant provisions of the Equity Purchase Agreement.

 

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

AS WITNESS this Deed has beensigned by the Parties (or their duly authorised representatives) on the datestated at the beginning of this Deed.

 

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

 

Signature Page to Deed ofIssue

 

38

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**SCHEDULE 6**

 

**OFFICER’S CERTIFICATES**

** **

**PART 1**

 

**COMPANY’S OFFICER’S CERTIFICATE**

 

39

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JHC NEDERLAND B.V.

Paul Janssenweg 150

5026 RH Tilburg

Attn. Management Board

 

 
| Leiden, |       | 28 September 2009               |
|---------|------------|---------------------------------|
| Subject | ** ** | **Officer’s  certificate** |

 

 

Dear Sirs,

 

Theundersigned, acting in its capacity as authorised representative of CrucellN.V. (the **Company**) hereby certifies, pursuant toclause 4.1(a) of the equity purchase agreement relating to the issue andpurchase of new shares in the share capital of the Company which agreement hasbeen signed by the Company and JHC Nederland B.V. on 28 September 2009 (the **Equity Purchase Agreement**), to you, that:

 

(a)           the Company has performed all obligations andconditions required to be performed under the Equity Purchase Agreement on orbefore the date hereof; and

 

(b)           except as disclosed in or pursuant to the DisclosureLetter (as defined in the Equity Purchase Agreement), the representations,warranties, and agreements of the Company are true and correct in all materialrespects (or where it concerns those representations and warranties qualifiedby materiality or Material Adverse Effect (as defined in the Equity PurchaseAgreement), such representations and warranties are true in all respects) onthe date hereof.

 

 
| Yours  sincerely                   |   |
|------------------------------------|--------|
|                               |   |
| For and on behalf of  Crucell N.V. |   |
|                               |   |
|                               |   |
|                               |   |
| Name:                              |   |
| Title:                             |   |

 

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**PART 2**

 

**INVESTOR’S OFFICER’S CERTIFICATE**

 

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CrucellN.V.

Archimedesweg 4

2333 CN Leiden

Attn. Management Board

 

 
| Leiden, |       | 28 September 2009               |
|---------|------------|---------------------------------|
| Subject | ** ** | **Officer’s  certificate** |

 

Dear Sirs,

 

Theundersigned, acting in their capacity as authorised representatives of JHCNederland B.V. (the **Investor**) herebycertify, pursuant to clause 4.1(c) of the equity purchase agreement relating tothe issue and purchase of new shares in the share capital of the Crucell N.V.(the **Company**) which agreement has beensigned by the Company and JHC Nederland B.V. on 28 September 2009 (the **Equity Purchase Agreement**), to you, that:

 

(c)           Investor has performed all obligations and conditionsrequired to be performed under the Equity Purchase Agreement on or before thedate hereof; and

 

(d)           the representations, warranties, and agreements ofthe Investor are true and correct in all material respects (or where itconcerns those representations and warranties qualified by materiality orMaterial Adverse Effect (as defined in the Equity Purchase Agreement), suchrepresentations and warranties are true in all respects) on the date hereof.

 

 
| Yours  sincerely                         |   |   |
|------------------------------------------|--------|--------|
|                                     |   |   |
| For and on behalf of  JHC Nederland B.V. |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
| Name:                                    |   | Name:  |
| Title:                                   |   | Title: |

 

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**SCHEDULE 7**

** **

**INTERPRETATION**

** **

1.                                     Terms Defined:

 

Inthis Agreement and the Schedules hereto, where the context admits:

 

**Acquirer**has the meaning set out inSection 5.1;

 

**ADS**has the meaning set out in Schedule 2, Section 4.2;

 

**Affiliate** means withrespect to a specified Party,any corporation, partnership, orother business or legal entity that, directly or indirectly, controls, iscontrolled by, or is under common control with such Party. The term “control”means, for purposes of this definition, the possession, direct or indirect, ofthe power to direct or cause the direction of the management and policies of anentity, whether through the ownership of voting securities or by contract.Control will be presumed if one entity owns, either of record or beneficially,fifty percent (50%) or more of the capital stock or share capital entitled tovote for the election of directors of the entity or fifty percent (50%) or moreof equity or voting interest of the entity;

 

**AFM** has the meaning set out in Section 15.1;

 

**AggregateIssue Price** means EUR301,754,679.90;

 

**Agreement** has the meaning set forth in the introduction ofthis Agreement;

 

**AgreedForm**means, inrelation to any document, the form of that document which has been initialledfor the purpose of identification by the Company and Investor;

 

**ApplicableLaws**means anyand all applicable laws (whether civil, criminal or administrative) includingcommon law, statutes, subordinate legislation, treaties, regulations, rules,directives, decisions, by-laws, circulars, codes, orders, notices, demands,decrees, injunctions, guidance, judgments or resolutions of a parliamentarygovernment, quasi-government, federal, state or local government, statutory,administrative or regulatory body, securities exchange, court or agency in anypart of the world which are in force or enacted and are, in each case, legallybinding as at Closing and the term **Applicable Law**will be construed accordingly;

 

**Articlesof Association**means thelatest version of the Company’s articles of association;

 

**AuditedFinancial Statements** has themeaning set out in Schedule 2;

 

**BeneficiallyOwned** 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 the date ofthis Agreement, including pursuant to any contract, arrangement orunderstanding (whether or not in writing), any relationship or otherwise.Without duplicative counting of the same securities by the same person,securities Beneficially Owned by a person shall include all securitiesBeneficially Owned, directly or indirectly, by such person, any of suchperson’s Affiliates and any other person with which or whom such person or suchperson’s 

 

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Affiliateswould constitute a “group” within the meaning of Rule 13d-5(b)(1) under theExchange Act. A **Beneficial Owner** of a security isa person who has Beneficial Ownership of such security;

 

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

 

**BusinessCombination Proposal**meansan announcement of and/or a written expression of interest in relation to (i) atender offer, exchange offer or other bona fide offer to acquire, by a personor a group of persons acting in concert, directly or indirectly, 30% or more ofthe issued and outstanding Company Voting Securities (a **Public Offer**),(ii) a proposal or offer for a merger or other business combination directly orindirectly involving the Company that would result in the acquisition, directlyor indirectly, of 30% or more of the total voting power of the Company by aperson or a group of persons acting in concert or (iii) a proposal or offer toacquire, by a person or a group of persons acting in concert, directly orindirectly, a significant portion of the assets of the Company (assetsrepresenting in value 30% or more of the Company’s total assets or assets thatgenerate 30% or more of the Company’s total revenues) (and each of thetransactions referred to in this definition will be referred to herein as a **Business Combination Transaction**);

 

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

 

**Closing** has the meaning set out in Section 10.1;

 

**ClosingDate** means thedate on which Closing is effected;

 

**CollaborationAgreements** means theFlu-MAb Agreement and the Innovation Agreement;

 

**Company**has the meaning set out in the introduction of thisAgreement;

 

**CompanyBreach**means abreach of any of the Company’s Warranties;

 

**Company’sLawyers** meansAllen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands;

 

**CompanyOfficer’s Certificate**has the meaning set out in Section 4.1(a).

 

**CompanyTechnology** means theCompany’s platform technology, limited to PER.C6 for vaccines, Flu MonoclonalAntibody or Epitope technology, Virosomal technology and ADVAC for vaccines;

 

**CompanyVoting Securities** means,collectively, (i) the Ordinary Shares (including Ordinary Shares represented byADS) and (ii) any other securities entitled, or that may be entitled, to votegenerally for the election of members of the management board or supervisoryboard of the Company, in each case issued and outstanding at the date ofdetermination (excluding preference shares issued to the Stichting PreferenteAandelen Crucell).

 

**Company’Warranties** has themeaning set out in Section 12.1;

 

**Conditions** has the meaning set out in Section 4;

 

**Deed ofIssue**has themeaning set out in Section 10.3;

 

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**DisclosureLetter** means theletter of the same date as this Agreement from the Company to Investor;

 

**DueDiligence Investigation**hasthe meaning set forth in Section 11.1(a).

 

**Encumbrance**means any mortgage, charge (whether legal or equitable and whether fixed orfloating), security interest, lien, pledge, option, right to acquire, right ofpre-emption, interest, equity, assignment, hypothecation, title retention,adverse claim of ownership or use, power of sale or restriction of any kind orother encumbrance of any kind or any agreement to create any of the foregoing;

 

**EnvironmentalLaws** mean anyand all laws, whether civil, criminal or administrative, applicable to theCompany and/or conduct of the Company’s business and which have as a purpose oreffect the protection or the provision of remedies in respect of theenvironment including: European Community or European Union regulations,directives, decisions and recommendations; statutes and subordinate legislation;regulations, orders and ordinances; permits; codes or practice, circulars,guidance notes and the like having a binding legal effect; common law, locallaws and bye-laws; and judgments, notices, orders, directions, instructions orawards of any competent authority, in each case having a binding legal effect;

 

**EquityInvestment**has themeaning set out in Section 2.1;

 

**ESOP** means the remuneration policies regarding employeeand management options as prepared by the remuneration committee of theCompany, as adopted and amended by the relevant constituencies from time totime, including any long term and short term incentives plans adopted orimplemented in accordance therewith;

 

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

 

**EuronextAmsterdam**means thestock exchange of Euronext Amsterdam by NYSE Euronext, the regulated market ofEuronext Amsterdam N.V.;

 

**Flu-MAbAgreement** has themeaning set out in recital (B);

 

**Government Entity**meansany government authority, court of competent jurisdiction, administrativeagency or commission or other governmental or regulatory authority orinstrumentality, in each case, whether domestic or foreign;

 

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

 

**GroupCompanies**means theCompany and its Subsidiaries and Group Company means any of them;

 

**HazardousMaterial**means anynatural or artificial substance (whether solid, liquid or gas and whether aloneor in combination with any other substance or radiation), capable of causingharm to any human or other living organism or the environment including anyflammable explosives, petroleum products, petroleum by-products, radioactivematerials, biological agents, hazardous wastes, hazardous substances and toxicsubstances;

 

**Healthand Safety Laws** mean anyand all laws, whether civil, criminal or administrative, applicable to theCompany and/or the Company’s business concerning health and safety matters and 

 

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alland any regulations or orders made or issued under any such legislation and anyrelevant codes of practice, guidance notes and the like issued by governmentagencies, in each case having a binding legal effect;

 

**IFRS**means International Financial Reporting Standards, asin effect from time to time and as issued by the International AccountingStandards Board;

 

**InnovationAgreement**has themeaning set out in recital (B);

 

**Investor**has the meaning set out inthe introduction of this Agreement;

 

**InvestorBreach**means abreach of the Investor’s Warranties.

 

**InvestorOfficer’s Certificate**has the meaning set out in Section 4.1(c).

 

**IssuePrice**has themeaning set out in Section 3.1;

 

**Judgment**meansany judgment, order, writ, injunction, stipulation or decree issued by, or anylegally binding agreement with, a Government Entity of competent jurisdiction,whether preliminary, temporary or permanent;

 

**Knowledgeof the Company**means theactual knowledge of ***;

 

**LegalOpinion** has themeaning set out in Section 4.1(g);

 

**Legal Proceedings** mean anylitigation, arbitration, prosecution, investigation, enquiry or other legal oradministrative proceeding;

 

**LongStop Date** has themeaning set out in Section 4.6;

 

**MatchingRight Offer** has themeaning set out in Section 8.3.

 

**MatchingRight Period** has themeaning set out in Section 8.3.

 

**MaterialAdverse Effect** means aneffect(s), event(s) or circumstance(s) that has, or could reasonably beexpected to have, a material adverse effect on the businesses, assets, clinicalor pre-clinical programs, intellectual property, results of operations,prospects, financial position or cash flows of the Company’s Group taken as awhole; provided that, in no event shall any of the following be takeninto account (alone or in combination with any other event identified below) indetermining whether there has been such a Material Adverse Effect: (a) anychange, event, circumstance, development or effect generally affecting any ofthe industries or markets in which the business of the Company’s Group is conductedunless the Company’s Group is disproportionately affected, (b) any changes ingeneral economic, political or market conditions in any market whatsoever orchanges in currency exchange or interest rates, (c) any natural disasters,pandemics or acts of terrorism, sabotage, military action or war (whether ornot formally declared), or any escalation or worsening thereof, (d) any changein laws or interpretation thereof by any court or any governmental authority orany change in IFRS, US GAAP or other accounting requirements or principles, and(e) the announcement of the pendency of the Transactions contemplated by theCompany and Investor or any communication by the Company and Investor of theirplans or intentions (except to the extent arising in connection with change ofcontrol or similar clauses in agreements entered into by the Company’s Group);

 

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**Notary** has the meaning set out in Section 10.5;

 

**Notary’sAccount**has themeaning set out in Section 22;

 

**NotaryLetter** has themeaning set out in Section 10;

 

**Officers** means in relation to an entity its officers,managing and supervisory directors, employees, advisors, agents andrepresentatives;

 

**Officer’sCertificate** has themeaning set out in Section 4.1(a);

 

**OrdinaryShares**means theordinary shares of the Company, nominal value of EUR 0.24 each.  Ordinary Shares shall also include, where thecontext so requires, ADS representing Ordinary Shares;

 

**Parties**has the meaning set out in the introduction of thisAgreement;

 

**Permitted Liens**means any mechanics’, carriers’, workmen’s,repairmen’s or other like Liens arising or incurred in the ordinary course ofbusiness that, assuming that the Company (or any other relevant Group Company)pays all liabilities when due, (i) individually or in the aggregate, do notmaterially impair, and could not reasonably be expected to materially impair,the continued use and operation of the assets to which they relate in theoperation or conduct of the business as carried on by the Company as at thedate of this Agreement and (ii) do not constitute an imperfection of title orotherwise compromise the Company’s (or any other relevant Group Company’s) goodand valid title to any material asset;

 

**Pre-ClosingMatching Right** has themeaning set out in Section 8.1;

 

**Pre-ClosingStandstill Period** has themeaning set out in Section 6.1;

 

**Prospectus**has the meaning set out inSection 15.1;

 

**ProspectusDirective**means theProspectus Directive (Directive 2003/71/EC).

 

**PublicOffer** has themeaning set out in the definition of Business Combination Proposal;

 

**RegistrationRights Agreement** has themeaning set out in recital (B);

 

**RegulatoryAuthority** means theFederal Food and Drug Administration, the European Medicines Agency and anyother federal, state, local or foreign Government Entity that is concerned withthe marketing, sale, use handling and control, safety, efficacy, reliability,or manufacturing of drug or biological products or medical devices;

 

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

 

**SECDocuments**mean allreports, schedules, forms, registration statements and other documents requiredto be filed or furnished (as applicable) by the Company with the SEC under theExchange Act or the Securities Act (all of the foregoing and all exhibitsincluded therein and any financial statements, financial information anddocuments included or incorporated by reference therein (exclusive of anyredaction therefrom pursuant to any Freedom of Information Act confidentialitytreatment request);

 

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**Securities Act** means the U.S.Securities Act of 1933, as amended;

 

**Shares**has the meaning set out in recital (A);

 

**ShareholderAgreement** has themeaning set out in recital (B);

 

**Signing** means the signing of this Agreement;

 

**Signing/ClosingTimetable**has themeaning set out in Section 10.3;

 

**Signing****Date**means thedate of this Agreement;

 

**Standstill**has the meaning set out inSection 6;

 

**SignificantTransaction Proposal** means anannouncement of and/or a written expression of interest, relating to a proposalor offer, not being a Business Combination Proposal, for: (i) the acquisitionby a person or a group of persons acting in concert (collectively, a **Third Party Investor**), directly or indirectly, of at least15% of the total issued and outstanding Ordinary Shares or other votingsecurities of the Company (if any), (ii) a reorganisation, recapitalisation orother similar transaction involving the Company (or any significant GroupCompany) that would result in the acquisition by one, or, more Third PartyInvestors acting in concert of 15% of the total issued and outstanding OrdinaryShares or other voting securities of the Company (if any), (iii) the assignmentor exclusive license of any Company Technology to a Third-Party Investor whichwould have the effect of granting such Third Party Investor control over suchCompany Technology; provided that this provision shall in no event prohibit theCompany from granting an exclusive license of Company Technology to a thirdparty for use on a product specific basis or in a certain designated field),(iv) the purchase by any Third Party Investor of any material part of thebusiness or assets of the Company (or any significant Group company), or (v) anyother divestment or disposal of assets and/or rights of the Group to such ThirdParty Investor constituting a substantial part of the business which would bereasonably likely to cause a fundamental change in the character or identity ofthe Company or the Group’s business;

 

**Subsidiary** means, with respect to any person, any corporation,partnership, joint venture, limited liability company or other entity (i) ofwhich such person or a Subsidiary of such person is a general partner or (ii) ofwhich a majority of the voting securities or other voting interests, or amajority of the securities or other interests of which, having by their termsordinary voting power to elect a majority of the board of directors or personsperforming similar functions with respect to such entity, is directly orindirectly owned by such person and/or one or more Subsidiaries thereof;

 

**SuperiorTransaction** has themeaning set out in the definition of Superior Transaction Proposal;

 

**SuperiorTransaction Notice**has themeaning set out in Section 8.2;

 

**SuperiorTransaction Proposal**meansa bona fide written Business Combination Proposal received by the Company priorto or after Closing, which (i) is not solicited, encouraged or initiated by theCompany or any of its Affiliates or its Officers (ii) is made by a party who,in the reasonable opinion of the Company’s management board and the supervisoryboard, is a bona fide third party, (iii) is (or in the reasonable opinion ofthe Company’s management board and the supervisory board is likely of becoming)binding on the third party and (iv) is determined by the Company’s managementboard and the supervisory board, having consulted financial and legal advisorsand acting in good faith and observing obligations under Dutch law, to be inthe best interest of the Company and its stakeholders 

 

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(andto the extent possible in comparison with the Transactions, more beneficialthan the Transactions)******alsotaking into account the consideration to be received by shareholders or theCompany (if possible compared with the Issue Price), the likelihood ofcompletion and certainty of funds (and any transaction meeting all therequirements in this definition will be referred to herein as a **Superior Transaction**);

 

**Tax**or**Taxes**meansall forms of taxes, levies, duties, charges, surcharges, imposts andwithholdings of any nature whatsoever, including income tax, corporation tax,corporation profits tax, advance corporation tax, capital gains tax, capitalacquisitions tax, residential property tax, wealth tax, value added tax,dividend withholding tax, deposit interest retention tax, customs and otherimport and export duties, excise duties, stamp duty, capital duty, socialinsurance, social welfare or other similar contributions and other amountscorresponding thereto and all penalties, charges, costs and interest relatingthereto;

 

**TerminationFee**has themeaning set out in Section 5;

 

**Transactions**means the transactionscontemplated by the Transaction Documents;

 

**TransactionDocuments** means:

 

(a)                                 this Agreement;

 

(b)                                 the Shareholder Agreement;

 

(c)                                 the Registration Rights Agreement;

 

(d)                                 the Flu-MAb Agreement; and

 

(e)                                 the Innovation Agreement;

 

**Tribunal**has the meaning set out inSection 26.

 

**US GAAP** means generally accepted accounting principles andpractices in the United States of America, as in effect from time to time;

 

**WarrantyClaim** means aclaim by Investor for any Breach**.**

 

2.                                     Any express or implied reference to an enactment (whichincludes any legislation in any jurisdiction) includes references to:

 

(a)                                 that enactment as amended, extended or applied by or underany other enactment before Closing;

 

(b)                                 any enactment which that enactment re-enacts (with orwithout modification); and

 

(c)                                 any subordinate legislation (including regulations) made(before Closing under that enactment, as re-enacted, amended, extended orapplied as described in paragraph (a) above, or under any enactment referred toin paragraph (b) above.

 

3.                                     References to a person shall be construed so as to includeany individual, firm, company, corporation, limited liability company, trust,unincorporated organization, entity or division, 

 

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government,governmental authority, tax authority, state or agency of a state or any jointventure, association, partnership (whether or not having separate legalpersonality).

 

4.                                     A claim, proceeding, dispute, action, or other matter willonly be deemed to have been threatened if any written demand or statement hasbeen made or any written notice has been given.

 

5.                                     An action taken by a person will be deemed to have beentaken in the ordinary course of business only if such action is consistent withthe past practices of such person and is taken in the ordinary course of thenormal day-to-day operations of such person.

 

6.                                     Where any obligation is qualified or phrased by reference touse reasonable endeavours, best efforts or wording of a similar nature, itmeans the efforts that a person desirous of achieving a result would use insimilar circumstances to ensure that such result is achieved as expeditious aspossible and, regard shall be had, among other factors, to (i) the price,financial interest and other terms of the obligation; (ii) the degree of risknormally involved in achieving the expected result; (iii) the ability of anunrelated person to influence the performance of the obligation.

 

7.                                     The singular shall include the plural and vice versa andreferences to words importing one gender will include both genders.

 

8.                                     Except as otherwise specifically set forth in this agreementto the contrary, the word “including” will be construed as meaning as“including without limitation”.

 

9.                                     Notwithstanding the Section headed “Language”, where in thisAgreement a Dutch term is given in italics and/or in brackets after an Englishterm and there is any inconsistency between the Dutch and the English, themeaning of the Dutch term shall prevail.

 

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**SCHEDULE 8**

 

**FLU-MAB**AGREEMENT

 

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**SCHEDULE 9**

 

**INNOVATION AGREEMENT**

 

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**SCHEDULE 10**

 

**SHAREHOLDER AGREEMENT**

 

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**SCHEDULE 11**

 

**REGISTRATION RIGHTS AGREEMENT**

 

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**SCHEDULE 12**

 

**DISCLOSURE LETTER**

 

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JHC NEDERLAND B.V.

Paul Janssenweg 150

5026 RH Tilburg

Attn. Management Board

 
| Leiden, | 28  September 2009 |
|---------|-------------------------|
|    |                    |
| Subject | **Disclosure letter**   |

 

DearSirs,

 

Thisletter is the Disclosure Letter referred to in Section 12.1 of the equitypurchase agreement relating to the issue and sale and purchase of new shares inthe share capital of Crucell N.V. (the **Company**) whichagreement is to be entered into by JHC Nederland B.V. (the **Investor**)and the Company at the date hereof (the **Equity Purchase Agreement**).Where the context so admits, expressions used in this letter have the samemeaning as in the Equity Purchase Agreement, unless otherwise defined herein.All warranties are given subject to the terms of this letter.

 

Allinformation contained in, and all matters referred to in, the documents listedin the annexed schedule of this letter (the **DisclosureDocuments**), copies of which have already been supplied to you/areattached, and form part of this letter as if they were set out expressly in it.In the event of any inconsistency between the contents of any DisclosureDocument and any reference to it or summary of it in this letter, theprovisions of the Disclosure Document are to be taken as being correct unlessotherwise expressly stated in this letter and the Company shall not be underany liability to the Investor in respect of the inconsistency.

 

Whereany information or statement in this letter or any of the Disclosure Documentscomprises an expression of opinion or belief, no warranty is given as to itsaccuracy.

 

Exceptas expressly provided otherwise in the Equity Purchase Agreement, no warrantyis given in respect of any information in this letter, its schedules, or thecontents of the Disclosure Documents.

 

Forconvenience, certain specific disclosures are set out against particularsections of Schedule 2 to the Equity Purchase Agreement but any specificmatter, whether disclosed by reference to a particular paragraph number of thatSchedule, is disclosed for the purposes of all the warranties set out inSchedule 2 of the Equity Purchase Agreement, which will be qualified accordingly.

 

**28.**                              SPECIFIC MATTERS

 

Thefollowing specific matters are disclosed. References in the margin are tosection numbers in Schedule 2 to the Equity Purchase Agreement.

 

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| **Section in  Schedule 2** | ** ** | **Disclosure**                                                         |
|--------------------------------------|------------|------------------------------------------------------------------------|
|                                 |       |                                                                   |
| 5.16                                 |       | ***                                                                    |
|                                 |       |                                                                   |
| 5.16                                 |       | Litigations  and Claims report Q3 2009, as listed under (D) of 0. |

 

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Kindlyacknowledge receipt of this letter and all the documents set out in theschedule annexed to this letter by signing and returning to us the enclosedcopy of this letter.

 

Yoursfaithfully,

 

 

forand on behalf of Crucell N.V.

 

Encs.

 

 

Oncopy:

 

Weacknowledge receipt of your letter dated 28 September 2009 (of which theabove is a copy) and of the copy documents listed in the schedule annexed tothis letter.

 

 
|                         |   |
|------------------------------|--------|
|                         |   |
| For  JHC Nederland B.V.      |   |
| By:                          |   |
| Title:                       |   |
| Dated 28 September 2009 |   |

 

 
|                         |   |
|------------------------------|--------|
|                         |   |
| For  JHC Nederland B.V.      |   |
| By:                          |   |
| Title:                       |   |
| Dated 28 September 2009 |   |

 

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**Signature page toDisclosure Letter**

 

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**SCHEDULE 1**

 

**DISCLOSURE DOCUMENTS**

** **

Documentssupplied to the Investor:

 

***

 

(D)                               Litigationsand Claims report Q3 2009

 

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**SCHEDULE 13**

 

**NOTARY LETTER**

 

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----

** **

**NOTARY LETTER**

 

----

** **

** **

**DATED 28 SEPTEMBER2009**

** **

** **

ALLEN & OVERY LLP

 

AMSTERDAM

 

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**A&O NOTARYLETTER FOR COMPLETION OF PROJECT RED MONKEY**

 

Date: 28 September 2009

 

From:              Mr. R.J.J.Lijdsman (the **A&O Notary**)

 

To:

 

(3)                                 **JHC NEDERLANDB.V.**, a private company with limited liability (‘*besloten vennootschap met beperkte aansprakelijkheid*’)incorporated under the laws of the Netherlands, with its corporate seat atAmersfoort, the Netherlands, and its principal offices located at PaulJanssenweg 150, 5026 RH Tilburg, the Netherlands, registered with theCommercial Register under number 18039770 (the **Investor**);and

 

(4)                                 **CRUCELL N.V.**, a publiclimited liability company (‘*naamloze vennootschap*’)incorporated under the laws of the Netherlands, with its principal officeslocated at Archimedesweg 4, 2333 CN Leiden, the Netherlands, registered withthe Commercial Register under number 28087740 (the **Company**).

 

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

 

**29.**                              BACKGROUND

** **

I, Dutch civil law notary (‘*notaris’*),acting in such capacity, refer to:

 

**29.1**                       an agreement to be entered into by the Investor and the Company on 28September 2009 (the Completion Date) in respect of the sale and issuance of shares in the share capital ofthe Company by the Company to the Investor (the Equity PurchaseAgreement) (Schedule 1).

** **

29.2                       a private deedof issuance of shares (the **Deed of Issue**)in the share capital of the Company to be executed on the Completion Date,containing the issuance to the Investor of shares in the share capital of theCompany (Schedule 2).

 

This is the **Notary Letter**.

 

**30.**                              PAYMENTS IN

** **

**30.1****                      **In accordancewith the Signing/Closing Timetable as agreed between the Company and Investoras included in Schedule 4, on 28September 2009, the Investor will pay by wire transfer****into theAllen & Overy notary account (the **Notary Account**)with ABN AMRO Bank N.V., Coolsingel 119, 3012 AG Rotterdam, EURO AccountNumber: 55.58.86.999, IBAN:NL16ABNA0555886999, BIC: ABN AN L2A, account nameAllen & Overy LLP Notarissen Derdengelden Kwaliteitsrekening,reference “47024 – 00108 – Project Red Monkey – R.J.J. Lijdsman” of anaggregate amount of not less than EUR 301,754,679.90, hereinafter to bereferred to as the **Aggregate Issue Price**.

 

30.2                      Upon receiptof the Aggregate Issue Price into the Notary Account or after having received aconfirmation by telephone from ABN AMRO Bank, Rotterdam branch that theAggregate Issue Price has been received in its SWIFT system and will becredited to the Notary Account, I will:

 

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(i)                                     confirm (byway of written notice) receipt of the amount referred to in clause 2.1 above,or that the Aggregate Issue Price has been received in the SWIFT system of ABNAMRO Bank and will be credited to the Notary Account;

 

(ii)                                  hold theamount of the payment(s) made to the Notary Account referred to above(once received in the Notary Account) for the account of the Company, solelyfor the purposes specified in the Equity Purchase Agreement and the Deed ofIssue; and finally

 

(iv)                                release andpay the Aggregate Issue Price to the Company in accordance with this NotaryLetter.

 

**31.**                              PAYMENT OUT

** **

**31.1**                       On 28 September 2009, as soon as reasonably practicable afterhaving received the Aggregate Issue Price into the Notary Account, confirmationhereof to the Parties, I will give the instruction to pay the AggregateIssue Price to the Company:

** **
| Bank Name:     |   | Deutsche Bank      |
|----------------|--------|--------------------|
|           |   |               |
| Accountnumber: |   | 26.51.21.655       |
|           |   |               |
| IBAN:          |   | NL92DEUT0265121655 |
|           |   |               |
| Swift:         |   | DEUTNL2A           |

 

inthe name of the Company, reference “payment in respect of shares”.

 

Neither theA&O Notary nor Allen & Overy LLP shall be liable if such paymentis not received by the beneficiary thereof in same day funds.

 

**31.2**                       I will immediately upon given the payment instruction provide an e-mailconfirmation of my instructions to the e-mail addresses listed in Schedule 3.

** **

**32.**                              GOVERNING LAW AND JURISDICTION

** **

32.1                       This letter isgoverned by Dutch law and each of theaddressees and signatories hereto irrevocably agrees that the Court (*‘Rechtbank’*) of Amsterdam, The Netherlands shall havejurisdiction to hear and determine any suit, action or proceedings, and tosettle any disputes, which may arise out of or in connection with this letterand, for such purposes, irrevocably submits to the jurisdiction of such court.

 

32.2                       The addressees to this letter acknowledge and agree that where thisletter refers to the A&O Notary, this shall include the substitute of theA&O Notary appointed in accordance with the applicable provisions of DutchLaw (*‘Wet op het Notarisambt’*).

 

32.3                       Please confirmyour agreement to the above arrangements by signing the acknowledgement below.This letter may be signed in any number of counterparts, all of which takentogether shall constitute one and the same letter.

 

-0-0-0-0-0-

 

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Yours faithfully,

 

 
|                                      |                                                                                             |
|-------------------------------------------|--------------------------------------------------------------------------------------------------|
|                                      |
| A&O Notary,  Mr. R.J.J. Lijdsman |
| Date                                      | :                September 2009 |
| Place                                     | : Amsterdam                                                                                      |
|                                           |                                                                                                  |  |

 

 
| **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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**SCHEDULE 1**

 

**EQUITY PURCHASEAGREEMENT**

 

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**SCHEDULE 2**

 

**PRIVATE DEED OFISSUANCE**

 

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**SCHEDULE 3**

 

**E-MAIL ADRESSES FORCONFIRMATION ‘PAYMENT OUT’**

** **

·                                          Investor: ***

 

·                                          Company: ***

 

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**SCHEDULE 4**

 

**SIGNING/CLOSINGTIMETABLE**

** **

***

 

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**SCHEDULE 14**

 

**SIGNING/CLOSINGTIMETABLE**

** **

***

 

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