Exhibit 4.13


 


	
  Confidential

  	
   

  	
  Execution Copy

  



 


Crucell
N.V.


Confidential
Materials Omitted and Filed

Separately with the


Securities
and Exchange Commission.


Confidential
Portions denoted by ***


 


 


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


 


BETWEEN:


 


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


 


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


 


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


 


BACKGROUND:


 


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


 


(B)                               Concurrently with the entering into of this
Agreement, Ortho-McNeil-Janssen Pharmaceuticals, Inc. (OMJP) and Crucell Holland B.V. (Crucell
Holland), Affiliates of the Parties, are entering into a
Collaboration and Commercialization Agreement for Flu-MAb Product (the Flu-MAb Agreement), an Innovation, Development and
Commercialization of Novel Drug Products Agreement (the Innovation
Agreement), and a shareholder agreement (the Shareholder
Agreement), and at Closing the Parties will be entering into a
registration rights agreement (the Registration Rights
Agreement).


 


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


 


IT IS
AGREED as
follows:


 


1.                                     INTERPRETATION


 


1.1                              In
addition to terms defined elsewhere in this Agreement, the definitions and
other provisions in Schedule 7 apply throughout this Agreement.


 


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


 


1.3                              The
headings in this Agreement do not affect its interpretation.


 


2.                                     SUBSCRIPTION


 


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


 


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3.                                     ISSUE PRICE


 


3.1                              The
price for the Shares shall be EUR 20.63 per Share (the Issue Price).


 


3.2                              The
Aggregate Issue Price shall be payable at Closing.


 


4.                                     CONDITIONS PRECEDENT


 


4.1                              Closing
will be subject to the following conditions precedent (opschortende
voorwaarden) (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 representations
and warranties qualified by materiality or Material Adverse Effect, which shall
be true in all respects) on and as of the Signing Date until the Closing Date
and 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’s
certificate (the Company Officer’s Certificate) in
the 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 and
conditions herein required to be performed on or before the Closing Date and
(ii) except as disclosed in or pursuant to the Disclosure Letter, the
representations, warranties, and agreements of the Company are true and correct
in all material respects (or where it concerns those representations and
warranties qualified by materiality or Material Adverse Effect, certifying that
such representations and warranties are true in all respects) on the Closing
Date;


 


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


 


(c)                                 the representations and warranties contained in Schedule 3 shall be true and correct in all material
respects (except for those representations and warranties qualified by
materiality or Material Adverse Effect, which shall be true in all respects) on
and as of the Signing Date until the Closing Date and on the Closing Date as
though they had been given and made on such date. Investor shall have delivered
on the Closing Date to the Company an officer’s certificate in the agreed form
as attached hereto as Part 2 of Schedule 6 (the Investor Officer’s
Certificate), signed by an authorized officer of Investor,
certifying that (i) Investor has performed all obligations and conditions
herein required to be performed on or before the Closing Date and (ii) the
representations, warranties, and agreements of Investor are true and correct in
all material respects (or where it concerns those representations and
warranties qualified by materiality or Material Adverse Effect, certifying that
such representations and warranties are true in all respects) on the Closing
Date;


 


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


 


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


 


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(e)                                 no Legal Proceedings being pending or no Applicable Law or
Judgment being in effect, that frustrates the purpose of or prohibits the
consummation of Closing and the other transactions contemplated by this Agreement
and 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 the
Parties, no material breach by any Party under the Transaction Documents shall
have occurred and no termination of the Transaction Documents shall have taken
place in accordance with Section 4.4, 4.5, or 4.6; and


 


(g)                                 simultaneously with the Closing an opinion of the Company’s Lawyers shall
have been delivered to Investor as to the Shares’ due authorization and valid
issuance (the Legal Opinion).


 


4.2                              Each
of the Parties will use commercially reasonable efforts to procure the
satisfaction of the Conditions and take such other commercially reasonable
actions 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, each
Party will use commercially reasonable efforts to procure the satisfaction of
the Conditions and will use commercially reasonable efforts to ensure that the
Conditions are fulfilled as soon as possible following the Signing and remain
fulfilled up until and including the Closing; provided, however
that, nothing in this Section 4.2 shall prohibit, limit or restrict the
Company from exercising its rights under Section 7 and 8.


 


4.3                              The Conditions under Sections 4.1(a), 4.1(b) and
4.1(g) shall be for the benefit of Investor only and can only be waived in
writing by Investor. The Condition under Section 4.1(c) shall be for
the benefit of the Company only and can only be waived in writing by the
Company. The Conditions under Sections 4.1(d) and 4.1(e) shall be for
the benefit of both Parties and can only be waived by the Parties jointly in
writing. The Condition under Section 4.1(f) shall be for the benefit
of 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 by
Investor in writing if (i) an event specified in Section 4.1(d) shall
have occurred, or (ii) any event occurs or condition exists that would
render impossible, despite the use of commercially reasonable efforts, the
satisfaction 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 not
caused by a breach of this Agreement by Investor; provided that Investor
may not terminate the Transaction Documents pursuant to Condition
4.1(d) in relation to a Superior Transaction Proposal referred to under
Condition 4.1(d)(i) until Investor shall have determined not to exercise
its Pre-Closing Matching Rights.
Upon
termination of this Agreement in accordance with the preceding sentence, the
Parties will have no further obligation with respect to the Equity Investment,
the Transactions, this Agreement and the other Transaction Documents unless
explicitly provided otherwise herein or therein (and save in respect of
(i) accrued rights, liabilities and damages arising from a breach of the
Transaction Documents or (ii) the Termination Fee payable by the Company)


 


4.5                              The Transaction Documents
may be terminated by the Company in writing if (i) any event specified in
Section 4.1(d) shall have occurred, or
(ii) any event
occurs or condition exists that would render impossible, despite the use of
commercially reasonable efforts, the satisfaction of one or more of the
Conditions under Section 4.1(c), (e), or (f), if the failure of such
condition to be satisfied is not caused by a breach of this Agreement by the Company;  provided
however, that the Company may not terminate the Transaction Documents
pursuant to the Condition in Section 4.1(d) in relation to a Superior
Transaction Proposal referred to therein until (x) Investor shall have
determined not to exercise its Pre-Closing Matching Rights, and
(y) (1) the Company has entered into a definitive 


 


3

















 


agreement
for a Superior Transaction resulting from such Superior Transaction Proposal,
or (2) in case of an unsolicited Public Offer, upon the offeror having
declared its offer unconditional and acquired at least 70% of the total issued
and outstanding Ordinary Shares or other voting securities of the Company (if
any) as a result thereof. Upon a termination of this Agreement in accordance
with the preceding sentence, the Parties will have no further obligation with
respect to the Equity Investment, the Transactions, this Agreement and the
other Transaction Documents unless explicitly provided otherwise herein or
therein (and save in respect of accrued rights, liabilities and damages arising
from a breach of the Transaction Documents).


 


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


 


4.7                              Clauses 17 up to and
including 27 of this Agreement shall survive termination of this Agreement
pursuant to Section 4.4, 4.5 or 4.6.


 


4.8                              Notwithstanding the notice
periods set out in Section 7 and 8, between the Signing Date and the
Closing Date each Party shall notify the other Party promptly if it becomes
aware of any matter or event which constitutes, or which would be reasonably
expected to lead to, a breach of this Agreement or to any of the Conditions not
being satisfied or becoming incapable of being satisfied.


 


4.9                              Between the Signing Date and the Closing Date, the
Company will carry on its business in the ordinary course, as carried out on
the Signing Date, in all material respects, and will not (i) except for the grant of options or other rights under
the ESOP in accordance with normal practice and the issue of Ordinary Shares
pursuant to the exercise of such options or other rights in accordance with
normal practice, create, allot, issue, acquire, repay or redeem, consolidate,
convert or sub-divide any equity interests in the Company or otherwise change
any 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 body
or any other person or participate in any other type of corporate
reconstruction, (ii) amend its Articles of Association, or
(iii) propose, pay, declare or make any dividend or propose, declare or make
any other distribution on its capital stock.


 


5.                                     TERMINATION FEE


 


5.1                              In
the absence of a material breach by Investor of this Agreement, the Company
shall be obliged to pay a termination fee equal to EUR *** (the Termination  Fee) to Investor in the event that the Company or Investor terminates
the Transaction Documents in relation to an event set out in Condition
4.1(d) and the
management board or supervisory board of the Company has endorsed, approved,
recommended or otherwise supported the relevant Superior Transaction or Public
Offer; provided, in the event that the Company terminates the Transaction
Documents in relation to a Superior Transaction after satisfying the
requirements of Section 4.5(y)(1) hereunder, the Company shall, or shall cause the counterparty to
such Superior Transaction (the Acquirer) to,
pay the Termination Fee to the Investor pursuant to this Section 5.


 


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


 


5.3                              Between
Signing and Closing, the Company shall not enter into definitive documentation
with respect to any Superior Transaction unless the Acquirer agrees to be bound
by its obligations set forth in this Section 5.


 


6.                                     PRE-CLOSING STANDSTILL


 


6.1                              From
the date of this Agreement until the earliest to occur of (i) the
termination of this Agreement in accordance with Section 4 and
(ii) the Closing (the Pre-Closing Standstill
Period), Investor will not, and will cause its Affiliates not to,
without the prior written approval of the Company or as otherwise provided in
this Section 6, directly or indirectly, (x) purchase or acquire
Company Voting Securities or any securities convertible into or exercisable or
exchangeable for or otherwise giving the holder thereof any rights in respect
of Company Voting Securities (whether or not the right to convert, exchange or
exercise is subject to the passage of time, contingencies or contractual
restrictions or any combination thereof), or (y) commence a Public Offer
if, in either case, the consummation of such purchase or acquisition or Public
Offer would result, taken together with the Shares to be acquired pursuant to
this Agreement, in Investor and its Affiliates in the aggregate Beneficially
Owning (assuming the exercise, exchange or conversion of all securities exercisable
or exchangeable for or convertible into or otherwise giving the holder thereof
any rights in respect of Company Voting Securities held by them), directly or
indirectly, greater than 18% of the issued and outstanding Company Voting
Securities (assuming the exercise, exchange or conversion of all securities
exercisable or exchangeable for or convertible into or otherwise giving the
holder thereof any rights in respect of Company Voting Securities held by
Investor and its Affiliates) (the Ownership Limit);
provided that no purchase or acquisition of Company Voting Securities or
other securities as described in subsection (x) above shall be deemed to
occur solely due to (a) an exchange of Ordinary Shares for ADS or ADS for
Ordinary Shares, a stock split, reverse stock split, reclassification,
reorganization or other transaction by the Company affecting the Company Voting
Securities generally, (b) a stock dividend or other pro  rata
distribution by the Company to holders of the outstanding Company Voting
Securities or (c) any other change in the outstanding number of Company
Voting Securities; and provided  further that nothing in
subsection (y) above shall prevent Investor or any Affiliate of Investor
from communicating with the Company to request permission to make a Public
Offer or negotiate the terms of a Public Offer so long as neither the fact that
such communication or request has been made or any of the terms thereof or
facts with respect thereto are publicly disclosed, directly or indirectly, by
Investor or any of its Affiliates prior to the time any such Public Offer is
publicly announced by the Company and Investor for the first time (eerste aankondiging) in accordance with the Dutch public
offer rules.


 


6.2                              For
the avoidance of doubt and notwithstanding anything in Section 6.1 to the
contrary, nothing in Section 6.1 shall prohibit, limit or restrict
Investor and its Affiliates from exercising their respective rights, performing
their respective obligations or otherwise consummating the transactions contemplated
by this Agreement or the other Transaction Documents, in each case in
accordance with the terms thereof.


 


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


 


5

















 


maintained
for the benefit of employees of Investor or its Affiliates (and, in the case of
clauses (i) and (ii) of this sentence, any such Company Voting
Securities shall not be considered Beneficially Owned by Investor for purposes
of determining whether the Ownership Limit has been or would be exceeded for
any and all purposes of this Agreement); provided that, in each case,
neither Investor nor any of its Affiliates shall in any way request or direct
that the trustee or other administrator of such plan purchase or acquire any
Company Voting Securities. Further, nothing herein shall prevent Investor or
any of its Affiliates from acquiring securities of, or from entering into any
merger or other business combination with, another person that Beneficially
Owns any Company Voting Securities or the securities of any successor to or
person in control of the Company; provided, however, that
(x) such person shall have acquired such Company Voting Securities or
other securities other than in contemplation of Investor or any of its
Affiliates acquiring the securities of, or entering into any such merger or
other business combination with, such person and (y) the Beneficial
Ownership of such Company Voting Securities or other securities by such person
shall not be a primary reason for Investor or any of its Affiliates acquiring
the securities of, or entering into any such merger or other business
combination with, such person.


 


6.4                              The
Pre-Closing Standstill Period will terminate and the provisions of this
Section 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) a
third party, or a group of third parties acting in concert, acquires 18% or
more of the issued and outstanding Company Voting Securities without the
consent or recommendation of the management board or supervisory board of the
Company, (iii) the Company intends to enter into or publicly announces
that it is considering a Business Combination Proposal, (iv) the Company
enters 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                              From
Signing until the earlier to occur of (i) the termination of the
Transaction Documents in accordance with Section 4 or (ii) the
Closing, except as permitted pursuant to Section 7.2, the Company, its
Affiliates and its and their Officers shall not, directly or indirectly,
(a) encourage, invite or solicit any third party to communicate an offer
or proposal to make a Business Combination Proposal or Significant Transaction
Proposal, (b) engage in discussions or negotiations with, or provide any
confidential information to, any third party with respect to the making of a
Business Combination Proposal or Significant Transaction Proposal, or
(c) otherwise solicit or enter into an agreement regarding any Business
Combination Proposal or Significant Transaction Proposal.


 


7.2                              Notwithstanding
the restrictions set forth in Section 7.1 above, following receipt by the
Company, or any of its Affiliates or Officers, of an unsolicited
Business Combination Proposal which the Company reasonably determines may
constitute a Superior Transaction Proposal, the Company may have limited
contacts with the third party making such potential Superior Transaction
Proposal to understand its contents in sufficient detail to determine whether
such Business Combination Proposal qualifies as a Superior Transaction
Proposal. In the event the Company determines that the proposed unsolicited
Business Combination Transaction qualifies as a Superior Transaction Proposal,
the Company will be required to offer Investor the Pre-Closing Matching Rights
pursuant to Section 8 hereto. In the event Investor declines to exercise
its Pre-Closing Matching Rights with respect to such Superior Transaction
Proposal, the Company may engage in discussions or negotiations with, or
provide any confidential information to, the third party in connection with the
Superior 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                              The
Company shall inform Investor as soon as possible (and in any event within 2
Business Days) in writing of (i) any Business Combination Proposal it
receives (to the extent a Pre-Closing Matching Right could reasonably apply to
such Business Combination Proposal) and (ii) any qualification by the
Company of a Business Combination Proposal as a Superior Transaction Proposal.


 


8.                                     PRE-CLOSING MATCHING RIGHT


 


8.1                              From
Signing until the earlier to occur of (i) the termination of the
Transaction Documents or (ii) the Closing, in the event the Company
receives a Business Combination Proposal which qualifies as Superior
Transaction Proposal and therefore the managing and supervisory boards of the
Company in good faith and observing their fiduciary duties decide to pursue
such Superior Transaction Proposal, the Company shall inform Investor thereof
and grant Investor the right, but not the obligation, to match the Superior
Transaction Proposal pursuant to this Section 8 (the Pre-Closing
Matching Right).


 


8.2                              The
Company shall inform Investor as soon as possible (and in any event within 2
Business Days) in writing upon the decision by the management board and the
supervisory board that a Business Combination Proposal qualifies as a Superior
Transaction Proposal (the Superior Transaction
Notice). The Superior Transaction Notice shall include sufficient
detail on the Superior Transaction Proposal to allow Investor to make an
informed decision as to whether to match the Superior Transaction Proposal,
including, without limitation, the name of the relevant third party and its
advisors, the proposed consideration, the conditions to such Superior
Transaction Proposal, the financing terms and structure, the antitrust and
other regulatory requirements to be complied with prior to closing and all
other key terms of such Superior Transaction Proposal, all to the extent
available to the Company. The Company shall also inform Investor as soon as
possible (and in any event within 2 Business Days) in writing of any revisions
to any Superior Transaction Proposal and, upon the request of Investor, the status
of negotiations with respect to any Superior Transaction Proposal. In addition,
the Company shall provide Investor the information and access to management it
reasonably requests to carry out satisfactory due diligence and assess the
possibility to match the Superior Transaction Proposal, which shall include any
information provided to the third party who made the Superior Transaction
Proposal.


 


8.3                              The
Pre-Closing Matching Right may be exercised by Investor for a period of 15
Business Days following receipt by Investor of a Superior Transaction Notice or
notice from the Company of a material modification to a Superior Transaction
Proposal, as applicable (a Matching Right Period).  Investor may exercise the Pre-Closing
Matching Right during a Matching Right Period by making an offer in writing to
the Company which is, in the reasonable opinion of the Company’s management and
supervisory board, after having considered the advice of outside legal counsel
and financial advisers, in aggregate, substantially the same in terms of
pricing, terms, conditions and other material provisions as the terms specified
in the Superior Transaction Notice (the Matching Right Offer).
Upon receipt of the Matching Right Offer, the Company shall be required to
accept the Matching Right Offer, terminate discussions with the third party who
made the Superior Transaction Proposal. Upon the Company’s acceptance of the
Matching Right Offer, the Company shall take all actions necessary to allow
Investor to consummate the Superior Transaction in the place of the third party
upon the terms set forth in the Matching Right Offer.


 


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


 


7

















 


modifications
to the terms of any such Superior Transaction without offering an additional
Pre-Closing Matching Right and Matching Right Period to Investor.


 


8.5                              The
Pre-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 will
enter into the Flu-MAb Agreement, the Innovation Agreement and the Parties will
enter into the Shareholder Agreement, which agreements will become effective as of
Closing.


 


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


 


9.3                              Agreed Forms of these
agreements are attached hereto as Schedule 8, Schedule 9, Schedule 10 and
Schedule 11 respectively.


 


10.                              CLOSING


 


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


 


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


 


10.3                       The Closing shall be
effected on the Closing Date by execution of a deed of issue substantially in
the form attached hereto in Schedule 5 (the Deed
of Issue) in accordance with the Signing/Closing Timetable agreed
between the Parties set out in Schedule 14 (the Signing/Closing
Timetable).


 


10.4                       On the Closing Date, Investor will pay the Aggregate
Issue Price by wire transfer into the Notary’s Account in accordance with the
Signing/Closing Timetable and Section 22. The Notary shall hold such
amount 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 perform
the actions set out in this Section 10 and Schedule 1 Part 1 and
Part 2 respectively prior to or at Closing. The Parties will enter into a
notary letter in the Agreed Form as attached hereto as Schedule 13 (the Notary  Letter) setting
out in more detail the Notary procedures for the payment of the Aggregate Issue
Price.


 


10.5                       The
Notary is a civil law notary with the Company’s Lawyers. Investor acknowledges
that it is aware of the provisions of the Ordinance Containing Rules of
Professional Conduct and Ethics (Verordening beroeps-en
gedragsregels) of the Royal Professional Organisation of Civil Law
Notaries (Koninklijke Notariële Beroepsorganisatie).
The Company and Investor acknowledge and agree that Allen & Overy LLP
may 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                       The
Investor acknowledges and agrees that:


 


8
















 


(a)                                 it has performed, with the assistance of professional
advisors, a limited due diligence investigation with respect to the Company and
its businesses during the period between April 15, 2009 and
September 15, 2009 on the basis of the information provided by the senior
management of the Company and their advisors (the Due
Diligence Investigation);


 


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


 


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


 


(d)                                 for the purposes of the Due Diligence Investigation,
Investor has had (and its advisors have had) sufficient opportunity to review
any and all information made available to the Investor and its advisors, by
having had, amongst others, (i) access to financial, legal, intellectual
property rights, tax, commercial and other information prepared by the Company,
(ii) the opportunity to submit questions to and receive answers from the
Company on any matter that it deemed proper and necessary for the purpose of
entering into this Agreement, and (iii) access to the senior management of
the Company (including, without limitation, in formal expert sessions on
August 6, 2009); provided, however, that
nothing set forth in this Section 11 shall limit or modify the
representations and warranties of the Company in Schedule 2 of this Agreement or the right of Investor to rely
thereon.


 


12.                              COMPANY’S WARRANTIES


 


12.1                       Except
as disclosed in or pursuant to the Disclosure Letter, the Company represents
and 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 Date
until the Closing Date, and will be, on the Closing Date true and correct. The
Disclosure Letter shall be executed by the Parties concurrently with this
Agreement.


 


13.                              LIMITATION OF LIABILITY


 


13.1                       The
Investor acknowledges that the Company’s warranties are the only
representations, warranties and other assurances given by the Company or any
member of the Company’s group regarding the Shares.


 


13.2                       Neither
the Company nor any member of Company’s Group (or the Company’s advisers) makes
any representation or warranty as to the accuracy of forecasts, estimates,
projections, statements of intent, or statements of opinion provided to the
Investor or its advisers on or prior to the date of this Agreement (whether
this was disclosed in the Due Diligence Investigation or otherwise).


 


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


 


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


 


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


 


9

















 


within the
later of (i) *** and (ii) *** following service of notice to the
Company of that Warranty Claim.


 


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


 


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


 


(a)                                 disclosed in the Disclosure Letter;


 


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


 


(c)                                 which would not have arisen but for a change after Closing
in the accounting bases on which any Group Company values its assets or a
change 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                       Any
damages for a Company Breach shall be assessed on the basis of the diminution
in value of the Shares (which value shall not be taken to be greater than the
Aggregate Issue Price) directly attributable to the Company Breach in question
(after taking into account all compensating factors, including but not limited
to any compensation by or recovery from third parties). For the avoidance of
doubt, any damages for a Company Breach shall not be assessed on the basis of
the loss of or cost to any of the Group Companies in respect of the matter
giving rise to the claim and not on the basis of any consequential loss of or
consequential cost to Investor in respect of the matter giving rise to the
claim.


 


14.                              INVESTOR’S WARRANTIES


 


14.1                       Investor
represents and warrants to, and covenants with the Company that the
representations, warranties and covenants as set out in Schedule 3 to this
Agreement (the Investor’s Warranties) are, on and
as of the Signing Date until the Closing Date, and will be, on the Closing
Date, true and correct.


 


15.                              ADMISSION TO LISTING AND TRADING
AND PROSPECTUS


 


15.1                       The
Company will prepare and file for approval with the Dutch Authority for the
Financial Markets (Autoriteit Financiële
Markten, AFM) and make available to the public a prospectus in
accordance with the Act on the Financial Supervision (Wet op het
financieel toezicht, the Prospectus).
The Company will file a draft Prospectus, reviewed by Investor in advance, with
the AFM as soon as possible, but in any event within 15 Business Days following
the Closing Date (or, if later, 2 Business Days after receipt of Investor’s
consent in accordance with the subsequent sentence) and will use its best
efforts to obtain approval of the Prospectus. The Company shall not file the
draft Prospectus with the AFM until Investor consents to such filing, which
consent shall not be unreasonably withheld. The Company will make the Prospectus
available to the public as soon as 


 


10

















 


possible
after receipt of the approval of the AFM, but in any event within 3 Business
Days after the approval of the AFM.


 


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


 


15.3                       Investor
acknowledges that until the Shares are admitted to listing and trading on
Euronext Amsterdam, they will be in registered form and will not be tradeable
via Euronext Amsterdam. Upon admission to trading on Euronext Amsterdam, the
Shares shall be converted into bearer form if so requested in writing by
Investor in accordance with the Company’s Articles of Association. Investor
will 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                       Investor
acknowledges that (i) the Shares have not been registered under the
Securities Act or registered or qualified under any state securities law, and
(ii) that the Shares therefore cannot be resold in the United States unless
they are registered under the Securities Act or disposed of pursuant to a valid
exemption from the registration requirements of the Securities Act or in an
offshore transaction in accordance with Rule 904 of Regulation S under the
Securities Act. Investor further understands that no public offering (openbare uitgifte) has been conducted in the Netherlands or
any other jurisdiction with respect to the Shares.


 


16.                              REGISTRATION RIGHTS


 


16.1                       On
the Closing Date, the Parties will enter into the Registration Rights Agreement
in the Agreed Form as attached hereto as Schedule 11.


 


17.                              FEES AND COSTS


 


17.1                       Save as explicitly provided otherwise in this
Agreement or the other Transaction Documents, or as otherwise specifically
agreed in writing by the Parties after the Signing Date, each Party shall pay
the costs and expenses incurred by it (and, in the case of Investor, each
member of Investor’s Group and, in the case of the Company, each Group Company)
in connection with the preparation, entering into, and completion of, this
Agreement and the other Transaction Documents, including in respect of its
obligations in satisfying the Conditions.


 


18.                              PUBLICITY AND CONFIDENTIALITY


 


18.1                       Neither
Party 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 to
which it relates, performance under it, or any of its terms, or to any
amendment hereto, (each a Public Announcement) without the prior written
consent of the other Party, save only such Public Announcements that are
required by applicable laws or regulations (including under the rules of
any relevant stock exchange or government agency regulating trading in
securities of a Party or its parent affiliate) to be made, which Public
Announcements shall be brief and factual to the extent permitted by applicable
law.


 


18.2                       If
a Party wishes to make a Public Announcement, including as required by law or
regulation (including under the rules of any relevant stock exchange or
government agency regulating trading in securities of a Party or its parent
Affiliate), such Party shall give the other Party advance notice of at least
five (5) Business Days (or such other time as is reasonably practicable in
the circumstances) 


 


11

















 


and
a copy of the proposed Public Announcement, so that the other Party may review
such proposed Public Announcement and comment thereon, including to request the
removal of or protective treatment for any of its confidential information or
to correct the use of its name or trademarks. To the extent that the other
Party requests that any of its confidential information in a proposed Public
Announcement be deleted, the Party seeking to make such announcement shall
delete such confidential information, unless legal counsel to the Party seeking
to make the filing reasonably determines that such information is required by
law to be included in a required filing, in which case such Party shall request
protective treatment of such Confidential Information to the extent such
treatment would be legally permissible.


 


18.3                       The
Parties each consent to the joint release of the Public Announcement in the
form as attached hereto as Schedule 4 on the Signing Date and prior to opening
of trading on Euronext Amsterdam. Thereafter, either Party may re-disclose to
third parties the information contained in such Public Announcement without the
need for further approval by the other Party.


 


18.4                       Each
Party shall keep confidential all information provided to it by or on behalf of
the 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 the
Confidentiality Agreement, dated as of March 9, 2009, between
Johnson & Johnson Pharmaceutical Services, LLC, an Affiliate of
Investor, and the Company, which shall remain in effect in accordance with its
terms.


 


19.                              NOTICES


 


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


 


(a)                                to Investor at:


 


JHC
Nederland B.V.


***


Netherlands


Marked
for 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: ***


 


12

















 


(b)                                to the Company at: ***


 


marked
for the attention of ***


email:
***


Fax:
***


 


with a copy to


 


Allen & Overy LLP,


 


marked
for the attention of ***


email:
***


fax::
***


 


or
at any such other address of which it shall have given notice for this purpose
to the other parties under this Clause. Any notice or other communication sent
by post shall be sent by prepaid first class post or registered mail (if the
country of destination is the same as the country of origin) or by pre-paid
airmail (if the country of destination is not the same as the country of
origin).


 


19.2                       Any
notice 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 that
date is not a Business Day, on the next Business Day; or


 


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


 


19.3                       In
proving the giving of a notice or other communication, it shall be sufficient
to prove that delivery was made, that confirmation of facsimile transmission
was received, or that the envelope containing the communication was properly
addressed and posted by prepaid first class post or registered mail or by
prepaid airmail, as the case may be.


 


19.4                       This
Section shall not apply in relation to the service of any claim form,
notice, order, judgment or other document relating to or in connection with any
proceedings, suit or action arising out of or in connection with this
Agreement.


 


20.                              FURTHER
ASSURANCES


 


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


 


21.                              ASSIGNMENTS


 


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


 


13

















 


22.                              PAYMENTS


 


22.1                       Unless otherwise expressly
stated, all payments to be made under this Agreement shall be made in Euro to
the Company, Investor or, where required to be transferred into the Notary
Account, 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                       Save
as otherwise specifically set out in this Agreement, if a Party defaults in the
payment when due of any sum payable under this Agreement, it shall pay
statutory interest (wettelijke rente) at
the then applicable rate on that sum from the date on which payment was due
until the date of actual payment, which interest shall accrue from day to day
and be compounded monthly.


 


22.3                       If a Party is required by
law to make a deduction or withholding in respect of any sum payable under this
Agreement, such Party shall, at the same time as the sum which is the subject
of the deduction or withholding is payable, pay to the other Party such
additional amount as shall be required to ensure that the net amount received
by the other Party will equal the full amount which would have been received by
the other Party had no such deduction or withholding been required to be made.


 


14

















 


23.                              GENERAL


 


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


 


23.2                       This Agreement may be
executed in any number of counterparts (including facsimile copies). This has
the same effect as if the signatures on the counterparts were on a single copy
of this Agreement.


 


23.3                       The rights of each Party
under this Agreement:


 


(a)                                 may be exercised as often
as necessary;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23.6                       Nothing
in this Agreement limits or excludes any liability for fraud.


 


24.                              WHOLE AGREEMENT


 


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


 


24.2                       Each
Party acknowledges that in agreeing to enter into this Agreement it has not
relied on any express or implied representation, warranty, collateral contract
or 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 this
Agreement. Each Party waives all rights and remedies which, but for this 


 


15

















 


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


 


24.3                       This
Agreement may only be amended in writing and where such amendment is signed by
all the Parties, or their assigns.


 


25.                              NO
RESCISSION


 


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


 


26.                              GOVERNING LAW, JURISDICTION AND
DISPUTE RESOLUTION


 


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


 


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


 


26.3                       Any controversy, dispute or
claim arising out of this Agreement, including the Schedules attached hereto,
or the interpretation, enforceability, performance, breach, termination or
validity thereof, including disputes relating to alleged breach or termination
of the foregoing (each a Dispute) shall
be resolved pursuant to this Section 26.


 


26.4                       Any Dispute shall be finally
resolved by binding arbitration in accordance with this Section 26 and the
International Institute for Conflict Prevention and Resolution Rules for
Non-Administered Arbitration of International Disputes then in effect (CPR Rules) by either a sole arbitrator in accordance with
Section 26.7 below or a panel of three (3) arbitrators to be
appointed in accordance with Section 26.6 below (in each case, the Tribunal). The Netherlands Arbitration Institute (NAI) is
designated as the Neutral Organization for all purposes for which a Neutral
Organization is required under the CPR Rules. For purposes of this
Section 26, International Rule 7.6 shall be deemed to be amended by
deleting in the second and third lines the words “the Tribunal and”, so that in
the event of a challenge of any arbitrator the members of the Tribunal shall as
long as is practicable remain unaware of the identity of the challenging Party.


 


26.5                       The arbitration shall be
conducted in the English language. The seat of the arbitration shall be
Amsterdam, the Netherlands. Except as otherwise specified in this
Section 26, the arbitrators shall decide the Dispute in accordance with
the procedural laws of the Netherlands.


 


26.6                       Subject to Section 26.8
below, the panel of three arbitrators shall be constituted as follows: One
arbitrator shall be appointed by each Party, and the third, who shall act as
chair, shall be appointed by agreement of the Parties. If the Parties are
unable to reach agreement on the third arbitrator within 60 days of the
selection of the first arbitrator, the third arbitrator will be appointed in
accordance with International Rule 6 of the CPR Rules.


 


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


 


16

















 


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


 


26.8                       All persons appointed to act
as arbitrator under this Section 26 shall be lawyers with at least fifteen
years of professional experience and shall be independent of the Parties and
impartial. Candidates for the position of chair of a three-arbitrator panel and
candidates for the position of sole arbitrator may be interviewed by
representatives of the parties in advance of their selection, provided that all
Parties are represented at each interview. A Party may privately interview
candidates for the position of arbitrator to be appointed by that Party prior
to making an appointment to that position, but shall not discuss the merits of
the Dispute with such candidate beyond providing a sufficient description of
the nature of the Dispute to permit the candidate to discuss his or her
qualifications to sit as an arbitrator. The candidates and appointed
arbitrators shall follow the IBA Guidelines on Conflicts of Interest in
International Arbitration.


 


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


 


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


 


26.11                The Tribunal shall endeavor
to prepare and submit to the parties its award within ninety (90) days of the
conclusion of the hearings and completion of any post-hearing submissions. The
award of the Tribunal may grant any relief appropriate under the applicable
law, 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 any
additional amount(s) specifically permitted to be added by an applicable
statute. Any award of money shall bear interest from 30 days after the date
mentioned in the award  at the lesser of 10% or the maximum rate allowed
under applicable law. The Tribunal may award the costs and expenses of the arbitration as
provided 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 competent
jurisdiction. A court called upon to enforce such an award may require the
losing Party to pay the reasonable attorney fees and costs of the other Party.


 


26.12                Any
party may seek emergency, interim or provisional relief prior to date on which
the entire Tribunal has accepted its appointment from any court of competent
jurisdiction in the Netherlands, without prejudice to the agreement to
arbitrate contained in this Section. After the date on which the entire
Tribunal has accepted its appointment, any request for such relief shall be
addressed to the arbitral Tribunal, which shall have the power to enter an
interim award granting any non-monetary emergency, interim or provisional
relief to which a Party may be entitled under applicable law.


 


26.13                The arbitration proceedings contemplated by this
provision shall be as confidential and private as is permitted by law. In
furtherance thereof, the Parties shall not disclose the existence, content or results
of the Dispute or any proceedings conducted in accordance with this
Section 26 except as 


 


17

















 


herein
provided. Any settlement agreement or arbitral award, and any materials
specifically prepared in connection with the arbitration or any proceedings
leading to settlement, shall not be admissible in any other proceeding.
Notwithstanding the foregoing, this confidentiality provision shall not prevent
a petition to vacate or enforce a settlement agreement or arbitral award, and
shall not bar disclosures necessary or desirable in connection therewith, nor
any disclosures required by law. Any award resulting from the proceedings
conducted pursuant to this Section 26 shall have no preclusive effect on
any matter involving third parties.


 


27.                              LANGUAGE


 


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


 


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18
















 


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


 


 


	
  JHC NEDERLAND
  B.V.

  	
   

  	
  CRUCELL N.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JHC NEDERLAND
  B.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


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Signature
Page to Equity Purchase Agreement


 


20

















 


SCHEDULE 1


 


CLOSING ACTIONS


 


PART 1


 


OBLIGATIONS OF THE COMPANY


 


At
Closing:


 


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


 


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


 


(c)           The
Company shall procure:


 


(i)            the
release of the Legal Opinion concurrently with the execution of the Deed of
Issue;


 


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


 


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


 


PART 2


 


OBLIGATIONS OF INVESTOR


 


At
Closing:


 


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


 


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


 


(c)           Investor
shall procure completion of the other actions to be performed by Investor
contemplated by Section 10.


 


PART 3


 


GENERAL


 


At
Closing, the Parties shall, and shall procure that the members of their
respective Groups, shall (as appropriate) execute the Registration Right
Agreement.


 


21

















 


SCHEDULE 2


 


COMPANY’S WARRANTIES


 


1.            Authority and Capacity


 


1.1          The
Company is validly existing and is a company duly incorporated under the laws
of the Netherlands as a limited liability company (naamloze
vennootschap).


 


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


 


1.3          The
Company has taken or will have taken by the Closing Date all corporate action
required by it to authorise it to perform its obligations pursuant to this
Agreement and the other Transaction Documents.


 


1.4          The
Transaction Documents (other than the Registration Rights Agreement) have been,
and at Closing the Registration Rights Agreement will be, duly and properly
executed and duly delivered, as required by law, by the Company, and assuming
due authorization, execution and delivery of this Agreement and the other
Transaction Documents by the other parties hereto and thereto, constitute or
will constitute legal and binding obligations of the Company, enforceable in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganisation or other similar laws
affecting the enforcement of the creditors’ rights generally or by general
principles of equity.


 


1.5          Except for
the filing for approval of the prospectus and request for admission to trading
as set out in Section 14.1 and related required actions, no consent, waiver,
approval, authorization, exemption, registration, license or declaration of or
by, or filing with, any Government Entity or any other person is required to be
made or obtained by the Company in connection with (i) the execution or
enforcement of the Transaction Documents or (ii) the consummation of any of the
transactions provided for hereby or thereby, other than in all cases where the
failure to obtain or make such consent, waiver, approval, authorization,
exemption, registration, license, declaration or filing, is attributable to
Investor or would not, individually or in the aggregate, be reasonably expected
to materially impair or delay the Company’s ability to perform its obligations
hereunder or thereunder.


 


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


 


2.            The Shares and Ordinary Shares


 


2.1          When
issued and paid for in accordance with the Agreement, (i) the Shares will be
duly and validly issued, fully paid and non-assessable, (ii) such Shares will
form 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 such
Shares will not be subject to pre-emptive rights (which will have been validly
excluded), and (iv) Investor 


 


22

















 


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


 


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


 


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


 


3.            Effect of Transactions


 


3.1          The
execution and delivery of this Agreement and the other Transaction Documents by
the Company will not (i) conflict with or result in any material breach of any
applicable law, regulation or corporate governance code or any provision of the
Articles of Association or any of the Group Companies’ articles of association
(or equivalent documents), (ii) require any consent, waiver or approval under
any 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 Group
Companies, (iv) result in the creation or imposition of any security interest
or encumbrance of any kind on any asset of the Company or any of the Group
Companies, or (v) violate any rule or regulation applicable to the Company or
any of the Group Companies or any of their respective assets except if such
violation would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.


 


3.2          No Dutch
capital tax, registration tax, transfer tax, stamp duty or any other similar
Dutch tax or duty will be payable by or on behalf of Investor in the
Netherlands in respect of or in connection with the sale and purchase of the
Shares,.


 


4.            Prospectus, Listing and Securities Laws


 


4.1          The
Ordinary Shares currently in issue are listed on Euronext Amsterdam and the
Company is in compliance in all material respects with the relevant rules of
Euronext Amsterdam and any other applicable rules or regulations in relation to
the listing and there are no other applicable requirements of Euronext
Amsterdam with which it is not in compliance.


 


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


 


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


 


23

















 


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


 


4.4          All of the
public statements (including regulatory filings, financial statements, press
releases and information communicated to the market) made by the Company or the
Group Companies comply with applicable law, regulations and corporate
governance codes in all material respects, and none of them contained as of the
date such statement was made any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they are made,
not misleading, and the Company and the Group Companies have not failed to
observe any obligation to make any such public statement in any material
respect.


 


4.5          On the
date the Prospectus will be published: (i) the Prospectus will contain all
information which is material and all such information, which, according to the
particular nature of the Company and its Group Companies, the Shares and the
Transactions, investors would reasonably require and reasonably expect to find
there to make an informed assessment of the assets and liabilities, financial
position, profits and losses and prospects of the Company and of the rights
attaching to the Shares and which is required to comply with all statutory and
other legal provisions of the Netherlands (including the Act on the Financial Supervision)
and the Prospectus Directive; (ii) all statements in the Prospectus or any
other document issued in connection with the Transactions will be true,
accurate and not misleading in any material respect (iii) the Prospectus will
not omit to state any material fact necessary to make such information,
opinions, predictions or intentions not misleading in any respect; and (iv) all
requirements of the AFM in connection with the approval of the Prospectus and
all conditions to such approval and any derogations or variations from the
requirements or policies of the AFM or of the Prospectus Directive granted by
the AFM in connection with such approval, will be satisfied or complied with.


 


4.6          The
Company meets all of the requirements for filing with the SEC a registration
statement on Form F-3 with respect to the Shares.


 


4.7          Assuming
the accuracy of Investor’s representations and warranties, neither the Company
nor anyone acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Shares to the registration requirements of
Section 5 of the Securities Act.


 


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


 


4.9          Neither
the Company, nor any of its officers, directors, employees, agents,
stockholders, or partners has either directly or indirectly, including through
a broker or finder (a) engaged in any general solicitation, or (b) published
any advertisement in connection with the offer and sale of the Shares.


 


4.10        The
Company is a “Well-Known Seasoned Issuer” as defined in Rule 405 under the
Securities Act.


 


4.11        (i) Since
31 December 2008, the Company has filed or furnished (as applicable) all SEC
Documents to the SEC under the Exchange Act or the Securities Act, (ii) the
Company has delivered to Investor or its representatives, to the extent not
publicly available through the SEC’s website or otherwise, true and complete
copies of the SEC Documents, and (iii) as of their respective filing dates, the
SEC 


 


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


 


5.            The Company and its Group


 


5.1          (i) All certificates, permissions, authorisations
and consents which are material for carrying on the respective businesses of
the Company and each of the other Group Companies have been obtained and are in
full force and effect and (ii) neither the Company nor any of the other Group
Companies has received or reasonably should expect to receive any notice of any
Legal Proceedings relating to the revocation or modification of any such
certificate, permission, authorisation or consent which, if the subject of an
unfavourable 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 and
investigations conducted or sponsored by the Group Companies are being, and at
all times have been, conducted in compliance in all material respects with all
applicable clinical protocols, informed consents and Applicable Laws
administered or issued by applicable Regulatory Authorities, including (to the
extent applicable) (i) U.S. Food and Drug Administration standards for
conducting non-clinical laboratory studies contained in Title 21 part 58 of the
U.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 of
clinical trials contained in Title 21 parts 50, 54, 56, 312, 314, and 320 of
the U.S. Code of Federal Regulations, (iv) U.S. and international federal,
state, and local laws restricting the use and disclosure of individually
identifiable health information, and (v) the International Conference on
Harmonisation Guideline on Good Clinical Practice (ICH Topic E6).


 


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


 


5.4          Neither
the 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), has
made an untrue statement of a material fact or a fraudulent statement to any
Regulatory Authority, failed to disclose a material fact required to be
disclosed 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 failure
to disclose, could reasonably be expected to provide a basis for any Regulatory
Authority to invoke its policy respecting “Fraud, Untrue Statements of Material
Facts, 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 respective
business of the Company or such other Group Company, as the case may be.


 


5.5          To the Knowledge of the Company neither any Group
Company, 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 foreign
political activity, (ii) made any unlawful payment to domestic or foreign
government officials or employees, or to any domestic or foreign political
parties or campaigns, from corporate funds, (iii) failed to 


 


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


 


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


 


5.7          To the Knowledge of the Company, the Company and
each Group Company has conducted its business at all times in compliance with
Environmental Laws and Health and Safety Laws in all material respects. Except
as has not had or could not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect, no property currently or formerly
owned or operated by any Group Company has been materially contaminated with
any Hazardous Material and no Group Company is subject to any liability for
Hazardous Material disposal or contamination on any third party property.
Except as has not had or could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, the Company has not received
any notice, claim, demand or other communication alleging any actual or potential
breach of Environmental Laws or Health and Safety Laws from any applicable
authority or individual and to the Knowledge of the Company there are no
circumstances that might reasonably be expected to give rise to the service of
any such notice, claim, demand or communication.


 


5.8          The Company and each of its Subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with IFRS, as
applicable, and to maintain asset accountability; (iii) access to assets is
permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.


 


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


 


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


 


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


 


5.12        Since 31 December 2008, no Group Company has
entered into any material contract or material commitment or incurred any
material liability (including a contingent liability) which is outside the
ordinary course of business or is of an unusual or onerous nature, other than
the Transaction Documents or any other agreement permitted pursuant to this
Agreement. Since 31
December 2008, 


 


26

















 


the
Company and the Group Companies have conducted their respective businesses in the
ordinary course consistent with past practice in all material respects, except
for (i) the negotiation and the signing of this Agreement and related
agreements with Investor and its Affiliates and (ii) discussions with certain
third parties related to proposed strategic transactions with the Company that
did not result in the execution of any definitive agreement with respect to a
transaction.


 


5.13        Except as set out in this Agreement or any other
Transaction Document or any SEC Document, there are no material agreements,
arrangements or understandings (whether legally binding or not) between any
Group Company and any person (other than another Group Company) who is or was a
shareholder, or the beneficial owner of any interest in any such Group Company
or in any company in which any Group Company is interested, or any person
connected with any such person, relating to the management of the business of
such Group Company or the appointment or removal of any directors of such Group
Company or the ownership or transfer of ownership of any of the material assets
of 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 statutory
books, books of account and other material records of each Group Company that
are required by law to be kept by such Group Company are up-to-date and contain
materially complete and accurate records to the extent required by law, (ii) no
Government Entity of competent jurisdiction has given any notice, or made any
allegation, that any such records are incorrect or contain any error that
should be rectified except where such notice or allegation has not had or could
not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect and (iii) all material accounts, documents and returns
that are required by law to be delivered or made to the Dutch tax authority (Belastingdienst) or any other similar statutory authority in
any other relevant jurisdiction have been duly and correctly delivered or made.


 


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


 


5.16        Except as encountered in the ordinary course of
business or as disclosed in the Financial Statements or the Disclosure Letter,
(a) neither the Company nor any other Group Company nor, to the Company’s
knowledge, any of their respective officers (in their capacity as such) is, or
has in the last 12 months been, engaged in any Legal Proceedings and (b) to the
Knowledge of the Company, no Legal Proceedings have been threatened by or
against the Company or any other Group Company or any of their respective
Officers (in their capacity as such).


 


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


 


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


 


27

















 


Company, no third party is infringing or otherwise
violating any of the rights arising under the intellectual property owned by,
licensed to or otherwise used by any of the Group Companies, (iii) neither the
Company nor any other Group Company has received any written notice of
infringement of or conflict with asserted rights of others with respect to any
of the foregoing, (iv) the Group Companies are in all material respects in
compliance with the terms of all intellectual property rights licensed to them
and have performed all obligations required to be performed by them to date
under such licenses, and none of them are (with or without the lapse of time or
the giving of notice, or both) in breach or default in any respect under such
licenses, and (v) the execution and delivery of this Agreement and the other
Transaction Documents, the Closing and the other transactions contemplated
hereby and thereby and the compliance with the provisions hereof and thereof do
not and will not conflict with, or result in any violation or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any intellectual property right
owned by, licensed to, or otherwise used by, any of the Group Companies.


 


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


 


5.20        No material labour dispute exists or, to the
Knowledge of the Company, is imminent, with respect to any employees of any
Group Company, which would have, or reasonably be expected to result in, a
Material Adverse Effect, and the Company believes that each Group Company’s
relationship with its employees is good. Each Group Company is in compliance
with all domestic and foreign federal, state and local laws and regulations
relating 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 Material
Adverse Effect.


 


5.21        To the Knowledge of the Company, the Company’s
audited financial statements as at 31 December 2008 provide for or disclose, in
accordance with generally accepted accounting principles and on a basis consistent
with the accounting policies adopted by the Company, all Material Tax
Liabilities (meaning Tax liabilities exceeding individually EUR
250,000 per legal entity) which the Company or any other Group Company, as the
case may be, had as at that date.


 


5.22        Since 31 December 2008, no Group Company has
incurred a Material Tax Liability other than in the ordinary course of business
which 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 Tax
purposes have been made up to and including the date hereof within the
requisite period or within the extended period as approved by any tax or other
statutory authority, and on a proper basis and are up-to-date and correct.


 


5.24        To
the Knowledge of the Company, except as disclosed in the Audited Financial
Statements, no claim or dispute involving the Company or any other Group
Company 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 a
dispute of this type will arise.


 


5.25        To the Knowledge of the Company, each of the Group Companies
has within any applicable time period paid or accounted for all Material Tax
Liabilities required to be paid or accounted for by it prior to the date of
this Agreement.


 


28

















 


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


 


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


 


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


 


5.29        (i) The audited consolidated financial statements
together with the related notes of the Company as of 31 December 2008 and 2007
and for the three years ended 31 December 2008 included in the Company’s Annual
Report on Form 20-F (the Audited Financial
Statements) (a) present
a true and fair view of the state of affairs of the Company and its consolidated
Subsidiaries as of their respective dates and the profit and loss of the
Company and its consolidated Subsidiaries for the periods to which they relate,
and (b) have been prepared in accordance with IFRS, and (ii) the unaudited
consolidated 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 Audited
Financial Statements, the Financial Information)
(a) present (subject to customary year-end audit adjustments) a true and fair
view of the state of affairs of the Company and its consolidated Subsidiaries
as of their respective dates and the profit and loss of the Company for the
periods to which they relate and (b) have been prepared in accordance with IFRS
and otherwise on a basis consistent with the Audited Financial Statements. Any
Financial Information included in SEC Documents filed or furnished after the
Signing and prior to the Closing will be prepared on a basis consistent with
clause (i) or (ii) above, as applicable.


 


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


 


6.            Information


 


6.1          To the
best knowledge of the Company, all material information that a prudent party
would reasonably require in deciding whether to enter into the Transactions has
been provided to Investor and all information provided by the Company or by the
Group Companies to Investor, its Affiliates and their Officers is correct in
all material respects and not misleading.


 


29
















 


SCHEDULE 3


 


REPRESENTATIONS AND WARRANTIES OF
INVESTOR


 


1.                                     Authorisation and Capacity


 


1.1                              Investor is validly existing and is a company duly
incorporated under the laws of the Netherlands as a private company with
limited liability (besloten vennootschap met
beperkte aansprakelijkheid)].


 


1.2                              Investor has full power and authority (corporate or
otherwise) to enter into, execute, deliver and carry out the terms of the
Agreement and the other Transaction Documents to which is a party and to incur
its obligations provided for herein and therein, all of which have been duly
authorised by all necessary corporate action and is not in violation of its
articles of association or governing documents.


 


1.3                              No consent, authorisation or approval of, filing
with, notice to, or exemption by, any governmental authority is required to
authorise or is required in connection with the execution, delivery and
performance by Investor of the Agreement and the other Transaction Documents to
which is a party, or is required as a condition to the validity or
enforceability of thereof, other than in all cases where the failure to obtain
or 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 impair
or delay Investor’s ability to perform it obligations thereunder.


 


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


 


1.5                              The execution, delivery and carrying out by Investor
of the terms of the Agreement and the other Transaction Documents to which is a
party will not constitute a default under, conflict with, or require any
consent under (other than consents which have been obtained), any applicable
laws 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 are
bound, which defaults, conflicts and consents, if not obtained, would have a
material adverse effect on the rights or obligations of any of the Parties
under this Agreement and the other Transaction Documents to which Investor is a
party, or the ability of any Party to perform its obligations hereunder or
thereunder.


 


2.                                     Financing


 


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


 


3.                                     Securities Laws


 


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


 


30

















 


make decisions with respect to, investments in shares
presenting an investment decision like that involved in the purchase of the
Shares. Investor has had (i) an opportunity to discuss the Company’s business,
management, financial affairs and the terms and conditions of the offering of
the Shares with the Company’s management, and (ii) access to adequate
information about the Company and its business, management, financial affairs
to 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 to
rely thereon.


 


3.2                              Investor is acquiring the Shares for its own account
for investment purposes only, and not with a view to the distribution of any
part thereof in violation of the Securities Act or any applicable state laws.
Investor does not currently have any arrangement or understanding with any
other 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, except
in compliance with the laws of the Netherlands, the Securities Act, and all
other applicable U.S. federal and state securities laws, and the applicable
laws of any other jurisdiction.


 


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


 


3.5                              Investor acknowledges, represents and agrees that no
action has been taken in the United States that would permit (i) a public
offering of the Shares, or (ii) possession or distribution of offering materials
in connection with the issue of the Shares. Investor will comply with all
applicable laws and regulations in each jurisdiction in which it subscribes,
offers, sells or delivers Shares or possesses or distributes any offering
material.


 


3.6                              Investor understands that (i) the Shares have not
been registered under the Securities Act or registered or qualified under any
state securities law in reliance on specific exemptions there from, and (ii) that
the Shares may be resold only if registered pursuant to the provisions of the
Securities Act pursuant to an exemption from registration under the Securities
Act or in an offshore transaction in accordance with Rule 904 of Regulation S
under the Securities Act. Investor further understands that no public offering
(openbare uitgifte) has been conducted in
the Netherlands or any other jurisdiction with respect to the Shares.


 


3.7                              Investor represents, warrants and agrees that it has
not engaged in any short selling of the Company’s securities, or established or
increased any “put equivalent position” as defined in rule 16(a) - 1(h) under
the Exchange Act with respect to Company’s securities within the past 10
trading days.


 


31

















 


SCHEDULE 4


 


PRESS RELEASE


 


Public
Announcement


 


Johnson & Johnson and
Crucell Announce Strategic Collaboration to Develop Innovative
Products, Including Therapies for Influenza
Prevention and Treatment


 


Agreement
also includes 18% Equity Investment in Crucell by Johnson & Johnson 

and a Collaboration to Develop Innovative Therapies for Other Diseases


 


New
Brunswick, N.J., and Leiden, the Netherlands September XX, 2009 —
Johnson & Johnson (NYSE: JNJ) and Crucell (Euronext, NASDAQ: CRXL; Swiss
Exchange: CRX) today announced that Johnson & Johnson, through its
subsidiary Ortho-McNeil-Janssen Pharmaceuticals, Inc., and Crucell have entered
into a strategic collaboration focusing on the discovery, development and
commercialization of monoclonal antibodies and vaccines for the treatment and
prevention of influenza and other infectious and non-infectious diseases.


 


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


 


Johnson &
Johnson, through its affiliate JHC Nederland B.V., has also purchased 14.6
million 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, the
companies have agreed to development milestones and royalty payments based on
the successful development and commercialization of products in connection with
the collaboration.


 


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


 


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


 


Both
collaborations will leverage the vaccine/antibody know-how and technology
platforms of Crucell and the broad scientific and development expertise of
Ortho-McNeil-Janssen Pharmaceuticals and its affiliates.


 


Ortho-McNeil-Janssen
Pharmaceuticals will hold commercialization rights for products resulting from
both collaborations in all countries
throughout the world with the exception of the European Union and certain additional European countries, where
Crucell will retain commercialization
rights. Ortho-McNeil-Janssen


 


32

















 


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


 


Influenza
causes significant morbidity and mortality worldwide.  In
2008 alone, some 14 million people in the industrialized world were diagnosed
with influenza, with millions more being diagnosed in developing regions.
Annual flu epidemics are thought to result in 3—5 million cases of severe
illness and result in more than 350 thousand deaths every year around the
world.


 


“Despite
significant advances in prevention and treatment, influenza remains a major
health threat, and each year, vaccines must be formulated to address the
current influenza strain,” said Paul Stoffels, Global Head, Pharmaceuticals
Research and Development, Johnson & Johnson. “A universal antibody or
vaccine that protects against a broad range of strains would be an important
advance in helping doctors and nurses manage the annual influenza season and
control acute epidemic and pandemic outbreaks. We are excited about this
collaboration with Crucell because it provides us access to antibody and
vaccine know-how and technology and expands our ability to offer preventive
health care solutions for unmet medical needs.”


 


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


 


In
connection with the equity investment, Crucell and JHC Nederland have entered
into a shareholder agreement setting forth certain rights and restrictions of
JHC Nederland as a shareholder, which includes a 3-year standstill requiring
Crucell’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 shareholder
agreement will be described in more detail in the prospectus which will be
issued by Crucell in connection with the listing of the shares issued to JHC
Nederland.


 


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


 


33

















 


SCHEDULE 5


 


DEED OF ISSUE


 


34

















 


ISSUANCE OF SHARES CRUCELL N.V.


 


 


CRUCELL N.V.


 


 


AND


 


 


JHC NEDERLAND B.V.


 


 


ALLEN & OVERY


 


AMSTERDAM


 


Dated 28 September 2009


 


35

















 


ISSUANCE OF SHARES CRUCELL N.V.


 


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


 


BETWEEN:


 


1.                                     Crucell N.V., a public
company (‘naamloze vennootschap’) under Dutch
law, having its official seat in Leiden, the Netherlands, its office address at
Archimedesweg 4, 2333 CN Leiden, the Netherlands and registered in the
Commercial Register under number 28087740 (Crucell) and as
such representing Crucell; and


 


2.                                     JHC Nederland B.V., a private
company with limited liability (‘besloten vennootschap met
beperkte aansprakelijkheid’) under Dutch law, having its official
seat in Amersfoort, the Netherlands, its office address at Paul Janssenweg 150,
5026 RH Tilburg, the Netherlands and registered in the Commercial Register
under number 18039770 (the Investor) and
as such representing the Investor.


 


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


 


RECITALS:


 


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


 


(B)                               Further to  extensive negotiations between Crucell and the
Investor, on 27 September 2009, the Management Board of Crucell resolved to issue to the Investor
14,626,984 ordinary registered shares in the share capital of Crucell (the New Shares), with a nominal value of EUR 0.24 each which resolution
was approved by the Supervisory Board of Crucell.


 


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


 


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


 


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


 


36

















 


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


 


NOW THEREFORE, CRUCELL AND THE
INVESTOR HAVE AGREED AS FOLLOWS:


 


Article 1. Issuance.


 


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


 


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


 


1.3          Crucell shall register the issuance of the New
Shares in its register of shareholders.


 


Article 2. Issue Price; Share
Premium; Payment; Discharge.


 


2.1                              The New Shares are
issued at an issue price of EUR 20.63 per share, amounting to EUR
301,754,679.90  in the aggregate (the Obligation To Pay).


 


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


 


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


 


Article 3.  Dissolution (‘ontbinding’).


 


Without
prejudice to the provisions of the Equity Purchase Agreement, Crucell and the
Investor waive the right to dissolve the agreement laid down in this Deed or to
demand dissolution thereof.


 


Article 4.  General


 


4.1                              This Deed may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same agreement and any Party may enter into this Deed by
executing a counterpart.


 


4.2                              This Deed is
governed by and shall be construed in accordance with Dutch law. Any disputes
arising from or in connection with this Deed shall be dealt with in accordance
with the relevant provisions of the Equity Purchase Agreement.


 


37

















 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


AS WITNESS this Deed has been
signed by the Parties (or their duly authorised representatives) on the date
stated 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 of
Issue


 


38






 












 


SCHEDULE 6


 


OFFICER’S CERTIFICATES


 


PART 1


 


COMPANY’S OFFICER’S CERTIFICATE


 


39

















 


JHC NEDERLAND B.V.


Paul Janssenweg 150


5026 RH Tilburg


Attn. Management Board


 


 


	
  Leiden,

  	
   

  	
  28 September 2009

  
	
  Subject

  	
   

  	
  Officer’s
  certificate

  



 


 


Dear Sirs,


 


The
undersigned, acting in its capacity as authorised representative of Crucell
N.V. (the Company) hereby certifies, pursuant to
clause 4.1(a) of the equity purchase agreement relating to the issue and
purchase of new shares in the share capital of the Company which agreement has
been 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 and
conditions required to be performed under the Equity Purchase Agreement on or
before the date hereof; and


 


(b)           except as disclosed in or pursuant to the Disclosure
Letter (as defined in the Equity Purchase Agreement), the representations,
warranties, and agreements of the Company are true and correct in all material
respects (or where it concerns those representations and warranties qualified
by materiality or Material Adverse Effect (as defined in the Equity Purchase
Agreement), such representations and warranties are true in all respects) on
the date hereof.


 


 


	
  Yours
  sincerely

  	
   

  
	
   

  	
   

  
	
  For and on behalf of
  Crucell N.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


40

















 


PART 2


 


INVESTOR’S OFFICER’S CERTIFICATE


 


41

















 


Crucell
N.V.


Archimedesweg 4


2333 CN Leiden


Attn. Management Board


 


 


	
  Leiden,

  	
   

  	
  28 September 2009

  
	
  Subject

  	
   

  	
  Officer’s
  certificate

  



 


Dear Sirs,


 


The
undersigned, acting in their capacity as authorised representatives of JHC
Nederland B.V. (the Investor) hereby
certify, pursuant to clause 4.1(c) of the equity purchase agreement relating to
the issue and purchase of new shares in the share capital of the Crucell N.V.
(the Company) which agreement has been
signed 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 conditions
required to be performed under the Equity Purchase Agreement on or before the
date hereof; and


 


(d)           the representations, warranties, and agreements of
the Investor are true and correct in all material respects (or where it
concerns those representations and warranties qualified by materiality or
Material Adverse Effect (as defined in the Equity Purchase Agreement), such
representations 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:

  



 


42

















 


SCHEDULE 7


 


INTERPRETATION


 


1.                                     Terms Defined:


 


In
this Agreement and the Schedules hereto, where the context admits:


 


Acquirer
has the meaning set out in
Section 5.1;


 


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


 


Affiliate means with
respect to a specified Party,
any corporation, partnership, or
other business or legal entity that, directly or indirectly, controls, is
controlled by, or is under common control with such Party. The term “control”
means, for purposes of this definition, the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of an
entity, 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 to
vote for the election of directors of the entity or fifty percent (50%) or more
of equity or voting interest of the entity;


 


AFM has the meaning set out in Section 15.1;


 


Aggregate
Issue Price means EUR
301,754,679.90;


 


Agreement has the meaning set forth in the introduction of
this Agreement;


 


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


 


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


 


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


 


Audited
Financial Statements has the
meaning set out in Schedule 2;


 


Beneficially
Owned or Beneficial Ownership with respect to any security means
having “beneficial ownership” of such subject security, as determined in
accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of
this Agreement, including pursuant to any contract, arrangement or
understanding (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 securities
Beneficially Owned, directly or indirectly, by such person, any of such
person’s Affiliates and any other person with which or whom such person or such
person’s 


 


43

















 


Affiliates
would constitute a “group” within the meaning of Rule 13d-5(b)(1) under the
Exchange Act. A Beneficial Owner of a security is
a person who has Beneficial Ownership of such security;


 


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


 


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


 


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


 


Closing has the meaning set out in Section 10.1;


 


Closing
Date means the
date on which Closing is effected;


 


Collaboration
Agreements means the
Flu-MAb Agreement and the Innovation Agreement;


 


Company has the meaning set out in the introduction of this
Agreement;


 


Company
Breach means a
breach of any of the Company’s Warranties;


 


Company’s
Lawyers means
Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands;


 


Company
Officer’s Certificate
has the meaning set out in Section 4.1(a).


 


Company
Technology means the
Company’s platform technology, limited to PER.C6 for vaccines, Flu Monoclonal
Antibody or Epitope technology, Virosomal technology and ADVAC for vaccines;


 


Company
Voting Securities means,
collectively, (i) the Ordinary Shares (including Ordinary Shares represented by
ADS) and (ii) any other securities entitled, or that may be entitled, to vote
generally for the election of members of the management board or supervisory
board of the Company, in each case issued and outstanding at the date of
determination (excluding preference shares issued to the Stichting Preferente
Aandelen Crucell).


 


Company’
Warranties has the
meaning set out in Section 12.1;


 


Conditions has the meaning set out in Section 4;


 


Deed of
Issue has the
meaning set out in Section 10.3;


 


44

















 


Disclosure
Letter means the
letter of the same date as this Agreement from the Company to Investor;


 


Due
Diligence Investigation has
the meaning set forth in Section 11.1(a).


 


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


 


Environmental
Laws mean any
and all laws, whether civil, criminal or administrative, applicable to the
Company and/or conduct of the Company’s business and which have as a purpose or
effect the protection or the provision of remedies in respect of the
environment 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, local
laws and bye-laws; and judgments, notices, orders, directions, instructions or
awards of any competent authority, in each case having a binding legal effect;


 


Equity
Investment has the
meaning set out in Section 2.1;


 


ESOP means the remuneration policies regarding employee
and management options as prepared by the remuneration committee of the
Company, as adopted and amended by the relevant constituencies from time to
time, including any long term and short term incentives plans adopted or
implemented in accordance therewith;


 


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


 


Euronext
Amsterdam means the
stock exchange of Euronext Amsterdam by NYSE Euronext, the regulated market of
Euronext Amsterdam N.V.;


 


Flu-MAb
Agreement has the
meaning set out in recital (B);


 


Government Entity means
any government authority, court of competent jurisdiction, administrative
agency or commission or other governmental or regulatory authority or
instrumentality, in each case, whether domestic or foreign;


 


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


 


Group
Companies means the
Company and its Subsidiaries and Group Company means any of them;


 


Hazardous
Material means any
natural or artificial substance (whether solid, liquid or gas and whether alone
or in combination with any other substance or radiation), capable of causing
harm to any human or other living organism or the environment including any
flammable explosives, petroleum products, petroleum by-products, radioactive
materials, biological agents, hazardous wastes, hazardous substances and toxic
substances;


 


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


 


45

















 


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


 


IFRS means International Financial Reporting Standards, as
in effect from time to time and as issued by the International Accounting
Standards Board;


 


Innovation
Agreement has the
meaning set out in recital (B);


 


Investor
has the meaning set out in
the introduction of this Agreement;


 


Investor
Breach means a
breach of the Investor’s Warranties.


 


Investor
Officer’s Certificate
has the meaning set out in Section 4.1(c).


 


Issue
Price has the
meaning set out in Section 3.1;


 


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


 


Knowledge
of the Company means the
actual knowledge of ***;


 


Legal
Opinion has the
meaning set out in Section 4.1(g);


 


Legal Proceedings mean any
litigation, arbitration, prosecution, investigation, enquiry or other legal or
administrative proceeding;


 


Long
Stop Date has the
meaning set out in Section 4.6;


 


Matching
Right Offer has the
meaning set out in Section 8.3.


 


Matching
Right Period has the
meaning set out in Section 8.3.


 


Material
Adverse Effect means an
effect(s), event(s) or circumstance(s) that has, or could reasonably be
expected to have, a material adverse effect on the businesses, assets, clinical
or pre-clinical programs, intellectual property, results of operations,
prospects, financial position or cash flows of the Company’s Group taken as a
whole; provided that, in no event shall any of the following be taken
into account (alone or in combination with any other event identified below) in
determining whether there has been such a Material Adverse Effect: (a) any
change, event, circumstance, development or effect generally affecting any of
the industries or markets in which the business of the Company’s Group is conducted
unless the Company’s Group is disproportionately affected, (b) any changes in
general economic, political or market conditions in any market whatsoever or
changes in currency exchange or interest rates, (c) any natural disasters,
pandemics or acts of terrorism, sabotage, military action or war (whether or
not formally declared), or any escalation or worsening thereof, (d) any change
in laws or interpretation thereof by any court or any governmental authority or
any change in IFRS, US GAAP or other accounting requirements or principles, and
(e) the announcement of the pendency of the Transactions contemplated by the
Company and Investor or any communication by the Company and Investor of their
plans or intentions (except to the extent arising in connection with change of
control or similar clauses in agreements entered into by the Company’s Group);


 


46

















 


Notary has the meaning set out in Section 10.5;


 


Notary’s
Account has the
meaning set out in Section 22;


 


Notary
Letter has the
meaning set out in Section 10;


 


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


 


Officer’s
Certificate has the
meaning set out in Section 4.1(a);


 


Ordinary
Shares means the
ordinary shares of the Company, nominal value of EUR 0.24 each.  Ordinary Shares shall also include, where the
context so requires, ADS representing Ordinary Shares;


 


Parties has the meaning set out in the introduction of this
Agreement;


 


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


 


Pre-Closing
Matching Right has the
meaning set out in Section 8.1;


 


Pre-Closing
Standstill Period has the
meaning set out in Section 6.1;


 


Prospectus
has the meaning set out in
Section 15.1;


 


Prospectus
Directive means the
Prospectus Directive (Directive 2003/71/EC).


 


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


 


Registration
Rights Agreement has the
meaning set out in recital (B);


 


Regulatory
Authority means the
Federal Food and Drug Administration, the European Medicines Agency and any
other federal, state, local or foreign Government Entity that is concerned with
the 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;


 


SEC
Documents mean all
reports, schedules, forms, registration statements and other documents required
to be filed or furnished (as applicable) by the Company with the SEC under the
Exchange Act or the Securities Act (all of the foregoing and all exhibits
included therein and any financial statements, financial information and
documents included or incorporated by reference therein (exclusive of any
redaction therefrom pursuant to any Freedom of Information Act confidentiality
treatment request);


 


47

















 


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


 


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


 


Shareholder
Agreement has the
meaning set out in recital (B);


 


Signing means the signing of this Agreement;


 


Signing/Closing
Timetable has the
meaning set out in Section 10.3;


 


Signing  Date means the
date of this Agreement;


 


Standstill
has the meaning set out in
Section 6;


 


Significant
Transaction Proposal means an
announcement of and/or a written expression of interest, relating to a proposal
or offer, not being a Business Combination Proposal, for: (i) the acquisition
by a person or a group of persons acting in concert (collectively, a Third Party Investor), directly or indirectly, of at least
15% of the total issued and outstanding Ordinary Shares or other voting
securities of the Company (if any), (ii) a reorganisation, recapitalisation or
other similar transaction involving the Company (or any significant Group
Company) that would result in the acquisition by one, or, more Third Party
Investors acting in concert of 15% of the total issued and outstanding Ordinary
Shares or other voting securities of the Company (if any), (iii) the assignment
or exclusive license of any Company Technology to a Third-Party Investor which
would have the effect of granting such Third Party Investor control over such
Company Technology; provided that this provision shall in no event prohibit the
Company from granting an exclusive license of Company Technology to a third
party 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 the
business or assets of the Company (or any significant Group company), or (v) any
other divestment or disposal of assets and/or rights of the Group to such Third
Party Investor constituting a substantial part of the business which would be
reasonably likely to cause a fundamental change in the character or identity of
the 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) of
which such person or a Subsidiary of such person is a general partner or (ii) of
which a majority of the voting securities or other voting interests, or a
majority of the securities or other interests of which, having by their terms
ordinary voting power to elect a majority of the board of directors or persons
performing similar functions with respect to such entity, is directly or
indirectly owned by such person and/or one or more Subsidiaries thereof;


 


Superior
Transaction has the
meaning set out in the definition of Superior Transaction Proposal;


 


Superior
Transaction Notice has the
meaning set out in Section 8.2;


 


Superior
Transaction Proposal means
a bona fide written Business Combination Proposal received by the Company prior
to or after Closing, which (i) is not solicited, encouraged or initiated by the
Company 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 supervisory
board, is a bona fide third party, (iii) is (or in the reasonable opinion of
the 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 management
board and the supervisory board, having consulted financial and legal advisors
and acting in good faith and observing obligations under Dutch law, to be in
the best interest of the Company and its stakeholders 


 


48

















 


(and
to the extent possible in comparison with the Transactions, more beneficial
than the Transactions)  also
taking into account the consideration to be received by shareholders or the
Company (if possible compared with the Issue Price), the likelihood of
completion and certainty of funds (and any transaction meeting all the
requirements in this definition will be referred to herein as a Superior Transaction);


 


Tax or Taxes means
all forms of taxes, levies, duties, charges, surcharges, imposts and
withholdings of any nature whatsoever, including income tax, corporation tax,
corporation profits tax, advance corporation tax, capital gains tax, capital
acquisitions tax, residential property tax, wealth tax, value added tax,
dividend withholding tax, deposit interest retention tax, customs and other
import and export duties, excise duties, stamp duty, capital duty, social
insurance, social welfare or other similar contributions and other amounts
corresponding thereto and all penalties, charges, costs and interest relating
thereto;


 


Termination
Fee has the
meaning set out in Section 5;


 


Transactions
means the transactions
contemplated by the Transaction Documents;


 


Transaction
Documents 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 in
Section 26.


 


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


 


Warranty
Claim means a
claim by Investor for any Breach.


 


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


 


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


 


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


 


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


 


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


 


49

















 


government,
governmental authority, tax authority, state or agency of a state or any joint
venture, association, partnership (whether or not having separate legal
personality).


 


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


 


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


 


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


 


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


 


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


 


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


 


50
















 


SCHEDULE 8


 


FLU-MAB AGREEMENT


 


52

















 


SCHEDULE 9


 


INNOVATION AGREEMENT


 


53

















 


SCHEDULE 10


 


SHAREHOLDER AGREEMENT


 


54

















 


SCHEDULE 11


 


REGISTRATION RIGHTS AGREEMENT


 


55

















 


SCHEDULE 12


 


DISCLOSURE LETTER


 


56

















 


JHC NEDERLAND B.V.


Paul Janssenweg 150


5026 RH Tilburg


Attn. Management Board


 


	
  Leiden,

  	
  28
  September 2009

  
	
   

  	
   

  
	
  Subject

  	
  Disclosure letter

  



 


Dear
Sirs,


 


This
letter is the Disclosure Letter referred to in Section 12.1 of the equity
purchase agreement relating to the issue and sale and purchase of new shares in
the share capital of Crucell N.V. (the Company) which
agreement 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 same
meaning as in the Equity Purchase Agreement, unless otherwise defined herein.
All warranties are given subject to the terms of this letter.


 


All
information contained in, and all matters referred to in, the documents listed
in the annexed schedule of this letter (the Disclosure
Documents), copies of which have already been supplied to you/are
attached, 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 Disclosure
Document and any reference to it or summary of it in this letter, the
provisions of the Disclosure Document are to be taken as being correct unless
otherwise expressly stated in this letter and the Company shall not be under
any liability to the Investor in respect of the inconsistency.


 


Where
any information or statement in this letter or any of the Disclosure Documents
comprises an expression of opinion or belief, no warranty is given as to its
accuracy.


 


Except
as expressly provided otherwise in the Equity Purchase Agreement, no warranty
is given in respect of any information in this letter, its schedules, or the
contents of the Disclosure Documents.


 


For
convenience, certain specific disclosures are set out against particular
sections of Schedule 2 to the Equity Purchase Agreement but any specific
matter, whether disclosed by reference to a particular paragraph number of that
Schedule, is disclosed for the purposes of all the warranties set out in
Schedule 2 of the Equity Purchase Agreement, which will be qualified accordingly.


 


28.                              SPECIFIC MATTERS


 


The
following specific matters are disclosed. References in the margin are to
section numbers in Schedule 2 to the Equity Purchase Agreement.


 


57

















 


	
  Section in

  Schedule 2

  	
   

  	
  Disclosure

  
	
   

  	
   

  	
   

  
	
  5.16

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  5.16

  	
   

  	
  Litigations
  and Claims report Q3 2009, as listed under (D) of 0.

  



 


58

















 


Kindly
acknowledge receipt of this letter and all the documents set out in the
schedule annexed to this letter by signing and returning to us the enclosed
copy of this letter.


 


Yours
faithfully,


 


 


for
and on behalf of Crucell N.V.


 


Encs.


 


 


On
copy:


 


We
acknowledge receipt of your letter dated 28 September 2009 (of which the
above is a copy) and of the copy documents listed in the schedule annexed to
this letter.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  For
  JHC Nederland B.V.

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
	
  Dated 28 September 2009

  	
   

  



 


 


	
   

  	
   

  
	
   

  	
   

  
	
  For
  JHC Nederland B.V.

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
	
  Dated 28 September 2009

  	
   

  



 


59

















 


Signature page to
Disclosure Letter


 


60

















 


SCHEDULE 1


 


DISCLOSURE DOCUMENTS


 


Documents
supplied to the Investor:


 


***


 


(D)                               Litigations
and Claims report Q3 2009


 


61

















 


SCHEDULE 13


 


NOTARY LETTER


 


62






 












 






 


NOTARY LETTER


 






 


 


DATED 28 SEPTEMBER
2009


 


 


ALLEN & OVERY LLP


 


AMSTERDAM


 


63

















 


A&O NOTARY
LETTER FOR COMPLETION OF PROJECT RED MONKEY


 


Date: 28 September 2009


 


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


 


To:


 


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


 


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


 


Each of
the 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 28
September 2009 (the Completion Date) in respect of the sale and issuance of shares in the share capital of
the Company by the Company to the Investor (the Equity Purchase
Agreement) (Schedule 1).


 


29.2                       a private deed
of 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 the
Company (Schedule 2).


 


This is the Notary Letter.


 


30.                              PAYMENTS IN


 


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


 


30.2                      Upon receipt
of the Aggregate Issue Price into the Notary Account or after having received a
confirmation by telephone from ABN AMRO Bank, Rotterdam branch that the
Aggregate Issue Price has been received in its SWIFT system and will be
credited to the Notary Account, I will:


 


64

















 


(i)                                     confirm (by
way 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 ABN
AMRO Bank and will be credited to the Notary Account;


 


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


 


(iv)                                release and
pay the Aggregate Issue Price to the Company in accordance with this Notary
Letter.


 


31.                              PAYMENT OUT


 


31.1                       On 28 September 2009, as soon as reasonably practicable after
having received the Aggregate Issue Price into the Notary Account, confirmation
hereof to the Parties, I will give the instruction to pay the Aggregate
Issue Price to the Company:


 


	
  Bank Name:

  	
   

  	
  Deutsche Bank

  
	
   

  	
   

  	
   

  
	
  Accountnumber:

  	
   

  	
  26.51.21.655

  
	
   

  	
   

  	
   

  
	
  IBAN:

  	
   

  	
  NL92DEUT0265121655

  
	
   

  	
   

  	
   

  
	
  Swift:

  	
   

  	
  DEUTNL2A

  



 


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


 


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


 


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


 


32.                              GOVERNING LAW AND JURISDICTION


 


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


 


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


 


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


 


-0-0-0-0-0-


 


65

















 


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:

  	
   

  	
   

  



 


66

















 


SCHEDULE 1


 


EQUITY PURCHASE
AGREEMENT


 


67

















 


SCHEDULE 2


 


PRIVATE DEED OF
ISSUANCE


 


68

















 


SCHEDULE 3


 


E-MAIL ADRESSES FOR
CONFIRMATION ‘PAYMENT OUT’


 


·                                          Investor: ***


 


·                                          Company: ***


 


69

















 


SCHEDULE 4


 


SIGNING/CLOSING
TIMETABLE


 


***


 


70

















 


SCHEDULE 14


 


SIGNING/CLOSING
TIMETABLE


 


***


 


71