Exhibit 4.6





EMPLOYMENT
AGREEMENT


BETWEEN


1. CRUCELL
N.V.


AND


2. J.
GOUDSMIT


DATED JUNE
30, 2006











CONTENTS


	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
  1.

  	
   

  	
  Date of Commencement of
  Service and Position

  	
   

  	
  1

  	
   

  
	
  2.

  	
   

  	
  Duration of the
  Agreement, Notice during its Term

  	
   

  	
  2

  	
   

  
	
  3.

  	
   

  	
  Remuneration

  	
   

  	
  2

  	
   

  
	
  4.

  	
   

  	
  Expenses and Company
  Car

  	
   

  	
  2

  	
   

  
	
  5.

  	
   

  	
  Holidays

  	
   

  	
  3

  	
   

  
	
  6.

  	
   

  	
  Insurance

  	
   

  	
  3

  	
   

  
	
  7.

  	
   

  	
  Sickness

  	
   

  	
  3

  	
   

  
	
  8.

  	
   

  	
  Pension

  	
   

  	
  4

  	
   

  
	
  9.

  	
   

  	
  Confidentiality

  	
   

  	
  4

  	
   

  
	
  10.

  	
   

  	
  Documents

  	
   

  	
  4

  	
   

  
	
  11.

  	
   

  	
  Non-Competition

  	
   

  	
  4

  	
   

  
	
  12.

  	
   

  	
  No Additional
  Occupation

  	
   

  	
  5

  	
   

  
	
  13.

  	
   

  	
  Intellectual and
  Industrial Property Rights

  	
   

  	
  6

  	
   

  
	
  14.

  	
   

  	
  Severance Arrangement
  in a Change in Control Situation

  	
   

  	
  6

  	
   

  
	
  15.

  	
   

  	
  Gifts

  	
   

  	
  6

  	
   

  
	
  16.

  	
   

  	
  Miscellaneous

  	
   

  	
  6

  	
   

  
	
  17.

  	
   

  	
  Applicable Law, No
  Collective Bargaining Agreement

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signatories

  	
   

  	
  8

  	
   

  



 
















THE UNDERSIGNED:


(1)                                  CRUCELL
N.V., established at Leiden, represented by R.H.P. Brus and counter signed
by Mr. J. Oosterveld as Chairman of the Supervisory Board, hereinafter “Crucell”;


(2)                                  J.
GOUDSMIT, residing at Koninginneweg 4, 1075 CX Amsterdam, hereinafter
“the Executive”;


WHEREAS:


The
Executive has been employed by Crucell or any of its affiliated companies as of
September 1, 2001;


The
General Meeting of Shareholders of Crucell on June 3, 2004 resolved to appoint
the Executive as member of the Management Board as per January 26, 2004;


Crucell
is a leading biotechnology company developing vaccine and antibody products to
prevent and treat infectious diseases;


The
Executive is fully aware that the business of Crucell requires strict
confidentiality as to everything that is created, developed, prepared,
investigated scientifically, organisationally, economically, as well as
commercially;


The
parties to this agreement, thereby superseding previous agreements between them
or between the Executive and any of Crucell’s affiliated companies, wish to lay
down the conditions which apply to their relationship;


DECLARE AND HAVE AGREED AS FOLLOWS:


1.                                      DATE OF COMMENCEMENT OF SERVICE AND POSITION


1.1                                 The Executive has
been employed by Crucell or any of its affiliated companies as of September 1,
2001. He is a member of the Management Board effective as of January 26, 2004,
and holds the position of Chief Scientific Officer effective as of September 1,
2002.


1.2                                 The Executive’s
place of rendering service under this agreement will be the office of the
Crucell in Leiden. Crucell will be entitled to change this place after
consultation with the Executive.


1.3                                 The
Executive is obliged to do or to refrain from doing all that officers in
similar positions should do or should refrain from doing. The Executive shall
fully devote himself, his time and his energy to promoting the interest of
Crucell and its affiliated companies. To that effect the Executive is expected
to spend sufficient time in the Netherlands and in such other countries as
deemed commensurate with prevailing business needs.


1.4                                 The
Executive has the obligations which have been or will be imposed by law, by the
articles of association of Crucell and in the regulations for members of the
Management Board as such regulations shall be determined by the Supervisory
Board of Crucell (the ‘Supervisory Board”) from time to time.



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1.5                                 If
the Executive is serving as a supervisory director or board member of another
company affiliated with Crucell on the basis of his position as member of the
Management Board (so-called “q.q. directorships”), or if the Executive holds
any other position pursuant to his position as member of the Management Board
(so-called “q.q.-positions”), he shall instruct to pay the income derived from
this, if any, into the Treasury of Crucell, unless Crucell decides otherwise.
The Executive will not suffer any tax disadvantage.


2.                                      DURATION OF THE AGREEMENT, NOTICE DURING ITS TERM


2.1                                 This
agreement is entered into for an indefinite period.


2.2                                 This
agreement shall terminate in any event, without notice being required, on the
day that the Executive reaches the pensionable age under the prevailing pension
scheme of Crucell.


2.3                                 The
agreement may be terminated by either party with due observance of a notice period
of six months for Crucell and three months for the Executive.


2.4                                 At the
termination of this agreement the Executive shall resign from the q.q.
directorships and q.q. positions held by him as referred to in article 1.5 of
this agreement.


3.                                      REMUNERATION


3.1                                 Effective
as per January 1, 2006, the Executive’s base salary, including holiday
allowance, amounts to € 330.000,48 gross per year. The base salary, including
holiday allowance, shall be paid in twelve equal instalments at the end of each
month. The holiday allowance shall be paid in May each year. Each year the
Supervisory Board shall decide whether there is any reason to increase the
Executive’s base salary.


3.2                                 The
Executive is entitled to take part in the Crucell N.V. Executive Incentive
Plan, subject to the rules of the Plan, as determined by the Supervisory Board,
and established by the General Meeting of Shareholders, from time to time.


4.                                      EXPENSES AND COMPANY CAR


4.1                                 To
the extent Crucell has given prior approval for such expenses, Crucell shall
reimburse all reasonable expenses incurred by the Executive in the performance
of his duties upon submission of all the relevant invoices and vouchers. The
Executive shall observe any regulations on reimbursement of expenses as
determined by Crucell from time to time.


4.2                                 The
Executive shall be provided with a company car by Crucell at no cost to the
Executive (with the proviso that the tax implications are for the account of
the Executive) on such further conditions as shall be determined by Crucell from
time to time. In the event of sickness for a period exceeding 6 months, Crucell
will be entitled to reclaim the company car from the Executive, without the
Executive being entitled to any compensation. The Executive shall comply with
Crucell’s request to return the car.


4.3                                 Crucell shall pay
those costs of a mobile telephone and private fax machine for the Executive,
which are in excess of the amount that must be paid by the Executive in order
to avoid tax liability for Crucell, to the extent that those costs are
reasonable. The mobile phone and fax will be used for 90% for business
purposes.



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5.                                      HOLIDAYS


5.1                                 The
Executive shall be entitled to 30 working days vacation per year. In taking
vacation, the Executive shall duly observe the interests of Crucell. To that
effect the Executive shall be obliged to inform the Management Board in time of
intended vacation periods as well as, afterwards, of vacation taken.


6.                                      INSURANCE


6.1                                 Crucell
shall contribute to the annual gross premium of the Crucell medical insurance
taken out for the Executive and children (as defined in the relevant policy),
provided that the Executive joins the collective medical insurance policy taken
out by Crucell.


6.2                                 Crucell
shall pay the annual premium of Crucell’s travel and accident insurance. This
insurance shall, if and when the Executive is accepted, provide coverage to the
Executive as mentioned in the relevant policy.


6.3                                 Crucell
shall take out a Director’s and Officer’s Liability Policy under terms and
conditions of state of the art level and continue to have this or a similar
policy in place in connection with claims made against the Executive alleging a
wrongful act as defined in such policy from time to time. Crucell shall pay the
annual premium.


7.                                      SICKNESS


7.1                                 In
the event of sickness as defined in article 7:629 of the Civil Code, the
Executive shall notify Crucell as soon as possible.


7.2                                 In
the event of sickness, Crucell shall pay to the Executive in accordance with
the applicable Crucell policy and procedure.


7.3                                 The
Executive is only entitled to the payments referred to in article 7.2 if and to
the extent that pursuant to the requirements of article 7:629 under 3 through 7
and 9 of the Dutch Civil Code, Crucell is under the obligation to pay salary in
accordance with article 7:629, under 1, of the Dutch Civil Code. Subsequent
periods of sickness with intervals of less than 4 weeks are regarded as one
period for the purpose of article 7.2.


7.4                                 The
Executive shall not be entitled to the payments referred to in the article 7.2,
if and to the extent that in connection with his sickness, he can validly claim
damages from a third party on account of loss of salary and if and to the
extent that the payments by Crucell set forth in the article 7.2 exceed the
minimum obligation referred to in article 7:629 sub 1 of the Civil Code. In
this event, Crucell shall satisfy payment solely by means of an advanced
payment on the compensation to be received from the third party and upon
assignment by the Executive of his rights to damages vis-à-vis the third party
concerned up to the total amount of advanced payments made. The advanced
payments shall be set-off by Crucell if the compensation is paid or, as the
case may be, in proportion thereto.


7.5                                 If
the sickness continues after the first 52 weeks, the Executive shall be
eligible to take part in the Crucell’s Corporate Disability Insurance Plan
under the conditions set forth in that plan as determined by the Supervisory
Board from time to time. The premium shall be borne by Crucell.



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8.                                      PENSION


8.1                                 The Executive and his wife
declare to be familiar with the executive his pension arrangements with
Crucell. The parties agree to fulfill the obligations arising from the pension
letter as attached hereto. The pension letter provides for an overview of the
rights and obligations of both parties and replaces all former pension benefit
promises made by the employer.


8.2                                 The pension letter also refers to the collective pension plan for the
members of the board of Crucell. The Executive will be participating in this
pension plan. For a detailed description of the pension benefits arising from
this top executive collective pension plan we refer to the pension rules of
this top executive pension plan with Allianz. These pension rules will be
provided  by Crucell.


9.                                      CONFIDENTIALITY


9.1                                 The
Executive shall throughout the duration of this agreement and after this
agreement has been terminated for whatever reason, refrain from disclosing in
any manner to any individual (including other personnel of Crucell or any of its
subsidiaries or affiliated companies unless such personnel must be informed in
connection with their work activities for Crucell) any information of a
confidential nature concerning Crucell or other companies affiliated with
Crucell, which has become known to the Executive as a result of his employment
with Crucell and of which the Executive knows or should have known to be of a
confidential nature.


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


10.                               DOCUMENTS


10.1                           The
Executive shall not have nor keep in his possession any documents and/or
correspondence and/or data carriers and/or copies thereof in any manner
whatsoever, which belong to Crucell or to other companies affiliated with
Crucell and which have been made available to the Executive as a result of his
employment, except insofar as and for as long as necessary for the performance
of his work for Crucell. In any event the Executive will be obliged to return
to Crucell immediately, without necessitating the need for any request to be
made in this regard, any and all such documents and/or correspondence and/or
data carriers and/or copies thereof at termination of this agreement or on
suspension of the Executive from active duty for whatever reason.


11.                               NON-COMPETITION


11.1                           The
Executive shall throughout the duration of this agreement and for a period of
one year after termination hereof not be engaged or involved in any manner,
directly or indirectly, whether for the account of the Executive or for the
account of others, in any activity, business or otherwise, relating to the
commercial application of discovery and development of biopharmaceutical
products that utilise the immune system to combat diseases within the fields in
which Crucell acts, has acted or prepares to act on at the moment the
relationship comes to an end. This obligation applies worldwide.



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11.2                           Furthermore,
the Executive shall throughout the duration of this agreement and for a period
of one year after termination hereof not be engaged or involved in any manner,
directly or indirectly, whether for the account of the Executive or for the
account of others, in the creation, the application for and the recording of
intellectual property rights beyond his proper performance under this
employment or, after the end thereof, the creation, the application for and the
recording of intellectual property rights concerning the existing or future
field of activities of Crucell.


11.3                           The
Executive shall throughout the duration of this agreement and for a period of
one year after termination hereof not induce or attempt to induce any director
or employee of Crucell or any of its affiliated companies to leave the
employment of Crucell or any of its affiliated companies.


11.4                           In
the event the Executive breaches the obligations as expressed in the paragraph
1, 2 and 3 of this article, the Executive shall without notice of default being
required, pay to Crucell for each such breach a penalty equal to an amount of €
25,000, plus a penalty of € 2,500 for each day such breach occurs and
continues. Alternatively, Crucell will be entitled to claim full damages.


12.                               NO ADDITIONAL OCCUPATION


12.1                           The
Executive shall refrain from accepting remunerated or time consuming non-remunerated
work activities with or for third parties or from doing business for his own
account without the prior written consent of the Supervisory Board. This
obligation also applies to any direct or indirect financial interest in any
company or business activity with the exception of ownership of stock traded on
a recognised stock exchange as long as the Executive holds less than 5% of such
traded stock.


12.2                           The
Supervisory Board has given consent to the following activities of the
Executive:


(i)                                     The duties
related to the Executive’s chair at the Amsterdam Medisch Centrum on a “nulaanstelling”
basis for which duties the Executive shall be granted a paid absence leave for
a maximum of 24 days per year, assuming these days will be divided
proportionally over the year;


(ii)                                  The involvement
of the Executive with the International AIDS Vaccin Initiative (“IAVI”), for
which involvement the Executive shall be granted a paid absence leave of 12
days per year, excluding travelling days;


(iii)                               The involvement
of the Executive as member of the Council of Scientific Advice of Prima Gen, a
company based in Amsterdam, the Netherlands;


(iv)                              The involvement
of the Executive in reviewing scientific papers.


The remuneration for the
duties/involvement of/in the activities mentioned under (i), (ii), (iii) and
(iv), if any, shall be for the Executive and discussed and reported to Crucell’s
Chief Executive Officer. The activities referred to under (iii) and (iv) shall
be performed in the spare time of the Executive.



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13.                               INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS


13.1                           The
Executive shall inform Crucell forthwith of every invention, procedure,
publication, design, model and in general every creative result in the field of
industrial or intellectual property attained by the Executive, if and to the
extent that it relates to Crucell’s business activities both in the Netherlands
and abroad. If the industrial and intellectual property rights attaching to the
invention, etc. do not automatically accrue to Crucell by virtue of the employment
relationship, the Executive shall at Crucell’s first request transfer such
rights to Crucell and co-operate fully in recording such rights in the name of
Crucell as exclusive owner, all at the expense of Crucell.


13.2                           The
Executive hereby irrevocably appoints Crucell as his agent for the purpose of
in his name preparing all documents and performing all other acts necessary for
the implementation of the provisions of this article and Crucell is hereby
authorised to appoint a sub-agent for the implementation of the foregoing.


13.3                           The
Executive acknowledges that his remuneration package includes reasonable
compensation for (his contribution to) the creation of intellectual and
industrial property rights.


14.                               SEVERANCE ARRANGEMENT IN A CHANGE IN CONTROL SITUATION


14.1                           If,
within twelve months following a Change in Control, Crucell gives notice of
termination of this employment agreement, and this in a situation in which the
Executive has not given reasons which provide an urgent cause for such
termination as defined in article 7:678 of the Dutch Civil Code, then the
Executive shall be entitled to a severance payment. “Change in Control” means
the acquisition by any person, or persons, acting in concert, of more than 50%
of the issued share capital of Crucell conferring the right to attend and vote
at the General Meetings of Shareholders of Crucell or the substantial
reorganisation of Crucell following the sale of the whole or a part of Crucell
and resulting in no or a lesser position for the Executive. The severance
payment shall be calculated in accordance with then existing practices in the
Netherlands, but shall not be less than an amount equal to 21 months base
salary as defined in article 3.1 at the annual rate of salary payable
immediately before termination.


15.                               GIFTS


15.1                           The
Executive shall not in connection with the performance of his duties, directly
or indirectly, accept or demand commission, contributions or reimbursement in
any form whatsoever from third parties. This does not apply to customary
promotional gifts with a value not exceeding € 100,-.


16.                               MISCELLANEOUS


16.1                           This
agreement supersedes all previous agreements between the Executive and Crucell
and between the Executive and any of its subsidiaries or affiliated companies
and takes their place. After this agreement has been signed, the Executive and
Crucell can no longer derive any rights from agreements which have been
superseded herewith.


16.2                           This
agreement constitutes the entire employment agreement between the Executive and
Crucell. The Executive is not employed by any subsidiaries or affiliated
companies of Crucell.



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16.3                           Amendments
to this agreement may only be agreed upon in writing and with regard to
Crucell, solely when a decision to that effect has been taken by the competent
body of Crucell.


17.                               APPLICABLE LAW, NO COLLECTIVE BARGAINING AGREEMENT


17.1                           This
agreement is governed by the laws of the Netherlands.


17.2                           No
Collective Bargaining Agreement is applicable to this agreement.



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SIGNATORIES


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


	
  SIGNED by: 

  	
  R.H.P. Brus

  	
   

  	
   

  
	
  For and on
  behalf of:

  	
   

  	
   

  	
   

  
	
  Crucell N.V.

  	
   

  	
   

  	
   

  
	
  date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by: 

  	
  J. Goudsmit

  	
   

  	
   

  
	
  date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by: 

  	
  J. Oosterveld

  	
   

  	
   

  
	
  Chairman Supervisory
  Board Crucell N.V.

  	
   

  	
   

  	
   

  
	
  date:

  	
   

  	
   

  	
   

  
								



 



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