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CRUCELL NV Filed by JOHNSON & JOHNSON FORM SC 13D (Statement of Beneficial Ownership) Filed 09/17/10 CIK 0001126136 Symbol CRXL SIC Code 2834 - Pharmaceutical Preparations Industry Major Drugs Sector Healthcare Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2010, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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Page 1: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

CRUCELL NVFiled by

JOHNSON & JOHNSON

FORM SC 13D(Statement of Beneficial Ownership)

Filed 09/17/10

CIK 0001126136

Symbol CRXLSIC Code 2834 - Pharmaceutical Preparations

Industry Major DrugsSector Healthcare

Fiscal Year 12/31

http://www.edgar-online.com© Copyright 2010, EDGAR Online, Inc. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Page 2: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934*

CRUCELL N.V. (Name of Issuer)

Ordinary Shares, Par Value €0.24 Per Share (Title of Class of Securities)

N23473 10 6 (CUSIP Number)

Eric Jung, Esq. Johnson & Johnson

One Johnson & Johnson Plaza New Brunswick, New Jersey 08933

Telephone: (732) 524-0400 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to: Robert I. Townsend, III, Esq.

Damien R. Zoubek, Esq. Cravath, Swaine & Moore LLP

Worldwide Plaza 825 Eighth Avenue

New York, New York 10019 Telephone: (212) 474-1000

September 7, 2010 (Date of Event Which Requires Filing of this Statement)

Page 3: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. � NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 4: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

*Based on 81,742,135 outstanding Ordinary Shares, which is the total number of Ordinary Shares issued and outstanding as of September 10, 2010.

CUSIP No. N23473

10 6

1 NAME OF REPORTING PERSONS Johnson & Johnson I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) I.R.S. I.D. # 22-1024240

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) � (b) �

3 SEC USE ONLY

4 SOURCE OF FUNDS WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7 SOLE VOTING POWER 14,626,984

8 SHARED VOTING POWER None

9 SOLE DISPOSITIVE POWER 14,626,984

10 SHARED DISPOSITIVE POWER None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,626,984

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) �

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.89%*

14 TYPE OF REPORTING PERSON (See Instructions) CO

3

Page 5: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

This Schedule 13D amends and restates the Schedule 13G filed by Johnson & Johnson on October 8, 2009.

This statement on Schedule 13D relates to the common stock, par value €0.24 per share (the “ Ordinary Shares ”), of Crucell N.V., a public company

incorporated under the laws of The Netherlands (“ Crucell ”). The principal executive offices of Crucell are located at Archimedesweg 4, 2333 CN Leiden, The Netherlands.

(a) The name of the person filing this statement is Johnson & Johnson, a New Jersey corporation (“ J&J ”).

(b) The address of the principal office and principal business of J&J is One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933.

(c) J&J is a holding company of over 250 operating companies engaged in the research and development, manufacture and sale of a broad range of products

in the healthcare field in virtually all countries of the world. Set forth in Schedule A hereto, which is incorporated herein by reference, is the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship of each of J&J’s directors and executive officers, as of the date hereof. Other than such directors and executive officers, there are no persons controlling J&J.

(d) During the last five years, neither J&J nor, to the knowledge of J&J, any person named in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither J&J nor, to the knowledge of J&J, any person named in Schedule A hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Not applicable.

J&J funded the purchase of the shares by its wholly-owned subsidiary, JHC Nederland B.V., through J&J’s existing cash balances.

On September 28, 2009, J&J, through its subsidiary JHC Nederland B.V., entered into an equity purchase agreement for the purchase of 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 (the “ Equity Purchase Agreement ”). The Equity Purchase Agreement contained customary representations, warranties and covenants relating to Crucell, JHC Nederland B.V. and the acquired shares as well as certain standard conditions precedent, including entry into the collaboration described below, the Registration Rights Agreement described below and the Shareholder Agreement described below. The consummation of the transactions contemplated by the Equity Purchase Agreement occurred on September 28, 2009. The Equity Purchase Agreement was entered into in connection with a strategic collaboration between J&J and Crucell 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. Pursuant to this collaboration, Crucell and Ortho McNeil Janssen Pharmaceuticals, Inc., a subsidiary of J&J, or its affiliates share responsibilities to develop a universal flu-mAb product targeting all influenza A strains, including H1N1 strains (which cause seasonal flu) and the H5N1 or avian strain (“bird flu”) and will also 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. A copy of the Equity Purchase Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing description of the Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Purchase Agreement.

ITEM 1. SECURITY AND ISSUER

ITEM 2. IDENTITY AND BACKGROUND

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 4. PURPOSE OF TRANSACTION

4

Page 6: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Also concurrently with entering into the Equity Purchase Agreement, Crucell and JHC Nederland B.V. entered into a shareholder agreement (the “

Shareholder Agreement ”) and a registration rights agreement (the “ Registration Rights Agreement ”).

The Shareholder Agreement included, inter alia , the following principal terms: (i) a standstill provision providing that until September 28, 2012, JHC Nederland B.V. and its affiliates may not, without Crucell’s prior approval, purchase or acquire any Crucell shares or any securities convertible into, or exercisable or exchangeable for, or otherwise giving the holder thereof any rights in respect of, Crucell shares or commence certain public offers for Crucell shares, if, in either case, the consummation of such purchase or acquisition or public offer would result in JHC Nederland B.V. and its affiliates in the aggregate beneficially owning (assuming the exercise, exchange or conversion of all our securities held by them), directly or indirectly, more than 18% of the issued and outstanding voting shares of the Company, subject to specified exceptions; (ii) an anti-dilution provision, providing that if, prior to June 28, 2010, there was a change of control of the Company at a price per share below the price the shares were issued to JHC Nederland B.V., JHC Nederland B.V. would be entitled to receive a cash payment equal to the difference between the issue price and such lower price multiplied by the number of shares acquired upon consummation of such transaction (not to exceed the number of 14,626,984 new shares as acquired by J&J on the issue date); (iii) a drag-along right, providing that if Crucell receives a bona fide public offer from a third party, and (1) the Crucell management board and supervisory board have endorsed, approved, recommended or otherwise supported such public offer, (2) the holders of at least 70% of the issued and outstanding shares of Crucell (including those held by JHC Nederland B.V. and/or its affiliates) have tendered their shares to the third party in connection with such public offer and (3) JHC Nederland B.V. and/or any of its affiliates do not have a bona fide matching (x) counter public offer to Crucell’s shareholders or (y) other proposal involving the acquisition of more than 30% of Crucell’s shares or assets pending, JHC Nederland B.V. and its affiliates shall agree to tender and sell all their shares in such public offer and, in such event, if applicable, would have the right to receive payment of an anti-dilution amount; (iv) a pre-emptive right, which shall expire when JHC Nederland B.V. and its affiliates cease to beneficially own at least 12% of Crucell’s issued and outstanding shares, providing that if Crucell plans to issue any shares or any securities convertible into, or exercisable or exchangeable for, or otherwise giving the holder thereof any rights in respect of, shares, JHC Nederland B.V. has the right to purchase in such offer such number of shares to maintain its proportionate ownership interest in Crucell on a fully diluted basis (disregarding equity based awards under Crucell’s employee stock ownership plan), subject to customary exceptions; and (v) approval rights, which shall expire if JHC Nederland B.V. and its affiliates cease to beneficially own at least 10% of Crucell’s issued and outstanding shares, providing that Crucell may not without the approval of JHC Nederland B.V. commence a tender offer or repurchase of Crucell shares if the consummation of such tender offer or repurchase would result in JHC Nederland B.V. holding more than 18% of the issued and outstanding shares of Crucell, grant options or other equity awards in excess of the amounts authorized under Crucell’s employee stock purchase plan, amend Crucell’s articles of association in a manner that would create a new class of securities, or make the current rights of the general meeting subject to proposals of Crucell’s management board and/or supervisory board or subject to other limitations. A copy of the Shareholder Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. The foregoing description of the Shareholder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholder Agreement.

5

Page 7: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Pursuant to the Registration Rights Agreement, JHC Nederland B.V. was granted certain customary rights regarding the registration under the US Securities

Act 1933, as amended (the “ Securities Act ”), of the shares issued to it pursuant to the Equity Purchase Agreement. Under the terms of the Registration Rights Agreement, Crucell agreed (i) to file with the Securities and Exchange Commission (the “ SEC ”) a registration statement on Form F-3 (or any successor form or other appropriate form under the Securities Act ) relating to the offer and sale of all of the Ordinary Shares issued to JHC Nederland B.V. as a result of the equity purchase no later than 90 days from the closing date of the equity purchase and to cause the initial registration statement to remain continuously effective for not less than two years, subject to certain exceptions; (ii) to file with the SEC up to six shelf registration statements within 45 days of JHC Nederland B.V.’s request for a shelf registration and to cause such shelf registration statement to remain continuously effective for not less than 90 days, subject to certain exceptions; (iii) to provide JHC Nederland B.V. with the right to include its Crucell shares in certain of Crucell’s registrations of any securities; and (iv) to bear the costs of any registration expenses. The Registration Rights Agreement contains covenants and indemnities that are customary for private placements by public companies. A copy of the Registration Rights Agreement is attached hereto as Exhibit 3 and is incorporated herein by reference. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement.

(a)–(i) On August 2, 2010, Crucell provided J&J with access to various due diligence materials in order to enable J&J to evaluate whether it wanted to initiate discussions regarding a potential transaction. Prior to that time, Crucell had provided J&J with a limited amount of information, which J&J utilized to determine if it wanted to expend the effort to undertake the due diligence review that it commenced on August 2, 2010. At the time it commenced this due diligence review, J&J’s senior management had not formed a view as to whether it wanted to initiate discussions, or formed an intention to pursue any transaction, and J&J communicated to Crucell that any determination by J&J of whether the parties would participate in any such discussions would only be made following the completion of preliminary due diligence. On September 7, 2010, J&J substantially completed its due diligence review with respect to a potential transaction with Crucell and, based upon this review, senior management of J&J determined at that time that J&J did want to initiate discussions with Crucell regarding such a transaction. On September 7, 2010, J&J and Crucell initiated discussions.

6

Page 8: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

On September 17, 2010, Crucell and J&J issued a press release publicly announcing that they were engaged in discussions regarding a potential transaction. A copy of the press release is attached hereto as Exhibit 4 and is incorporated herein by reference. Under the terms of the discussions, which are now at an advanced stage, J&J would acquire all outstanding equity of Crucell that it does not already own for approximately €1.75 billion, which represents a purchase price of €24.75 per share.

These discussions are currently ongoing and have not been completed. The terms of any potential transaction may be materially different from what is described above or in the press release. In the course of these discussions, Crucell and J&J may discuss various structuring and restructuring alternatives in connection with a potential acquisition of Crucell by J&J, and these alternatives may include or contemplate matters listed in Items 4(a)-(i) of Schedule 13D. Agreement on any transaction remains subject to the negotiation of terms of a definitive agreement and approvals of J&J management and the supervisory and management boards of Crucell. There can be no assurances that a definitive agreement will be entered into or that discussions will result in a transaction. J&J and Crucell reserve their respective rights to abandon discussions of a potential transaction, in whole or in part, at any time.

(j) Other than as described above, J&J currently has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)–(i) of Schedule 13D. However, J&J reserves the right and may from time to time develop or pursue such plans or proposals, including the purchase of additional shares or assets of Crucell, or seek representation on Crucell’s supervisory or management boards, subject to the limitations of the Shareholder Agreement.

(a) J&J beneficially owns an aggregate of 14,626,984 Ordinary Shares of Crucell, representing approximately 17.89% of the entire issued share capital of

Crucell (based on 81,742,135 outstanding Ordinary Shares, which is the total number of Ordinary Shares issued and outstanding as of September 10, 2010).

(b) J&J has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the above-referenced 14,626,984 Ordinary Shares, and does not share the power to vote or dispose of such shares.

(c) Neither J&J nor, to the knowledge of J&J, any person named in Schedule A hereto, has effected any transaction in Crucell’s Ordinary Shares during the past 60 days.

(d) The above-referenced Ordinary Shares are directly owned by JHC Nederland B.V., a private company and wholly owned subsidiary of J&J 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, trade register under number 18039770. JHC Nederland B.V. has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the above-referenced shares.

(e) Not applicable.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

7

Page 9: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Other than as described in Items 3, 4 and 5 and the agreements incorporated herein by reference and set forth as exhibits hereto, to the knowledge of J&J,

there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of Crucell, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

The following documents are filed as exhibits:

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

Exhibit Number Exhibit Name

1 Equity Purchase Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009. 2 Shareholder Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009. 3 Registration Rights Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009.

4 Press Release by Crucell N.V. and Johnson & Johnson, dated September 17, 2010.

8

Page 10: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2010

JOHNSON & JOHNSON, By: /s/ Steven M. Rosenberg

Name: Steven M. Rosenberg Title: Assistant Secretary

9

Page 11: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

EXHIBIT INDEX

Exhibit Number Exhibit Name

1 Equity Purchase Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009. 2 Shareholder Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009. 3 Registration Rights Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009.

4 Press Release by Crucell N.V. and Johnson & Johnson, dated September 17, 2010.

10

Page 12: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

SCHEDULE A

The following is a list of the directors and executive officers of J&J, setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person. All directors and officers listed below are citizens of the United States, except for Ian E. L. Davis, who is a citizen of the United Kingdom, and the business address for each director and officer is Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933. Board of Directors of J&J

Name Position Present Principal Occupation

Mary Sue Coleman, Ph.D. Director President, University of Michigan

James G. Cullen Ian E. L. Davis

Director Director

Retired President and Chief Operating Officer, Bell Atlantic Corporation Former Chairman and Worldwide Managing Director of McKinsey & Company

Michael M. E. Johns, M.D. Director Chancellor, Emory University

Susan L. Lindquist, Ph.D. Director Member and Former Director, Whitehead Institute for Biomedical Research; Professor of Biology, Massachusetts Institute of Technology

Anne M. Mulcahy Director Retired Chairman and Chief Executive Officer, Xerox Corporation

Leo F. Mullin Director Retired Chairman and Chief Executive Officer, Delta Air Lines, Inc.

William D. Perez Director Senior Advisor, Greenhill & Co., Inc.; Retired President and Chief Executive Officer, Wm. Wrigley Jr. Company

Charles Prince Director Chairman, Sconset Group, LLC; Senior Counselor, Albright Capital Management LLC; Retired Chairman and Chief Executive Officer, Citigroup Inc.

David Satcher Director Director, Center of Excellence on Health Disparities; Director, Satcher Health Leadership Institute and Poussaint-Satcher-Cosby Chair in Mental Health, Morehouse School of Medicine

William C. Weldon Director Chairman, Board of Directors and Chief Executive Officer, Johnson & Johnson; Chairman, Executive Committee, Johnson & Johnson

11

Page 13: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Executive Officers of J&J

12

Name Position Dominic J. Caruso Member, Executive Committee; Vice President, Finance; Chief Financial Officer Russell C. Deyo Member, Executive Committee; Vice President, Human Resources and General Counsel

Colleen A. Goggins Member, Executive Committee; Worldwide Chairman, Consumer Group

Alex Gorsky Member, Executive Committee; Worldwide Chairman, Medical Devices and Diagnostics

Group

Sherilyn S. McCoy Member, Executive Committee; Worldwide Chairman, Pharmaceuticals Group

William C. Weldon Chairman, Board of Directors; Chairman, Executive Committee; Chief Executive Officer

Page 14: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Exhibit 1

Confidential Execution Copy

EQUITY PURCHASE AGREEMENT

JHC NEDERLAND B.V. and CRUCELL N.V.

Dated 28 September, 2009

Page 15: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

CONTENTS

Confidential Execution Copy

Section Page 1. Interpretation 1 2. Subscription 1 3. Issue Price 1 4. Conditions Precedent 2 5. Termination Fee 4 6. Pre-Closing Standstill 5 7. Pre-Closing No-Shop 6 8. Pre-Closing Matching Right 6 9. Ancillary Agreements 7 10. Closing 7 11. Due Diligence Investigation 8 12. Company’s Warranties 8 13. Limitation of Liability 9 14. Investor’s Warranties 10 15. Admission to Listing and Trading and Prospectus 10 16. Registration Rights 10 17. Fees and Costs 10 18. Publicity and Confidentiality 11 19. Notices 11 20. Further Assurances 13 21. Assignments 13 22. Payments 13 23. General 14 24. Whole Agreement 14 25. No Rescission 15 26. Governing Law, Jurisdiction and Dispute Resolution 15 27. Language 17 Schedule 1. Closing Actions 20 Part 1 Obligations of the Company 20 Part 2 Obligations of Investor 20 Part 3 General 20 2. Company’s Warranties 21 3. Representations and Warranties of Investor 29 4. Press Release 31 5. Deed of Issue 32 6. Officer’s Certificates 33 Part 1 Company’s Officer’s Certificate 33 Part 2 Investor’ s Officer’s Certificate 34 7. Interpretation 35 8. Flu-MAb Agreement 43 9. Innovation Agreement 44 10. Shareholder Agreement 45 11. Registration Rights Agreement 46 12. Disclosure Letter 47 13. Notary Letter 48 14. Signing/Closing Timetable 49

Page 16: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

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

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

IT IS AGREED as follows:

Confidential Execution Copy

(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 ).

(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.

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 ).

3. ISSUE PRICE

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

1

Page 17: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Confidential Execution Copy

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;

(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

2

Page 18: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Confidential Execution Copy

(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 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.

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4.7 Clauses 17 up to and including 27 o f 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 3,017,546 (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.

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.

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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 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.

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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).

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.

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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 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.

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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:

(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.

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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 the Aggregate Issue Price; and

(b) the Company shall cease to have any liability under or in respect of the Company’s Warranties on July 1, 2011, 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 within the later of (i) July 1, 2011 and (ii) 6 months 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 the 30% premium paid on the Shares.

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.

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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 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.

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JHC Nederland B.V. Paul Janssenweg 150 5026 RH Tilburg Netherlands Marked for the attention of: Herman E.A. Van Hoof Fax: +31 (0)13 583 7141

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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) 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:

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with a copy to

Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Marked for the attention of: Tom Heyman, Global Head Business Development Fax: +1 732-846-2058

and

Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Marked for the attention of: Office of General Counsel Fax: +1 732-524-2788

Postbus 2048, 2301CA Leiden, the Netherlands marked for the attention of mr. René Beukema. email: [email protected] Fax: +31 (0) 71 519 9801

with a copy to

Allen & Overy LLP, Postbus 75440, 1070 AK Amsterdam, the Netherlands marked for the attention of mr. Johan Kleyn email: [email protected] fax:: +31 (0) 20 674 1034

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).

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(b) to the Company at:

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.

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or such other account as the Company may specify; and

or such other account as Investor may specify;

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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.

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: Deutsche Bank SWIFT code: DEUTNL2A account name: Crucell N.V. account number: 26.51.21.655 IBAN: NL92DEUT0265121655

(b) to Investor:

bank: Fortis Bank Nederland account name: JHC Nederland, B.V. account number: 023.85.22.288 bank Address: Postbus 1053 3000 BB Rotterdam Nederland BIC: FTSBNL2R IBAN: NL97 FTSB 0238 5222 88

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

bank: ABN AMRO Bank N.V. BIC: ABN AN L2A IBAN: NL16ABNA0555886999 account name: Allen & Overy LLP Notarissen Derdengelden Kwaliteitsrekening account number: 555.886.999 with reference to: 47024 – 00108 – Project Red Monkey – R.J.J. Lijdsman

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.

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

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.

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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.

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.

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.

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.

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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 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.

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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 $2 million, and that no Party has demanded equitable relief, there shall be 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 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.

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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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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.

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JHC NEDERLAND B.V. CRUCELL N.V. By: /s/ Herman Van Hoof By: /s/ R.K. Beukema Name: Herman Van Hoof Name: R.K. Beukema Title: Director

Title: General Counsel and Corporate

Secretary

Date: 28 September 2009 Date: 28 September 2009 JHC NEDERLAND B.V. By: /s/ Bart van Zijll Langhout Name: Bart van Zijll Langhout Title: Director Date: 28 September 2009

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SCHEDULE 1

CLOSING ACTIONS

PART 1

OBLIGATIONS OF THE COMPANY At Closing:

PART 2

OBLIGATIONS OF INVESTOR

At Closing:

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.

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(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.

(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.

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SCHEDULE 2

COMPANY’S WARRANTIES

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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 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).

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2.2 Save for 15,085 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 6,647,367 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 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.

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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 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.

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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 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.

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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, 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.

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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 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.

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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.

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.

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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.

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SCHEDULE 3

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Confidential Execution Copy

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 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.

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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.

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SCHEDULE 4

PRESS RELEASE

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 Collaboration to Develop Innovative Therapies for Other Diseases

New Brunswick, N.J., and Leiden, the Netherlands September 28, 2009 -- Johnson & Johnson (NYSE: JNJ) and Crucell, N.V., (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 euro 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 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.”

Johnson & Johnson

Media: Frederik Wittock +32 14 60 57 24 (o) +32 476 92 5077 (m)

Investors: Louise Mehrotra (732) 524-6491

Seema Kumar (908) 218-6460 (o) (908) 405-1144 (m)

Stan Panasewicz (732) 524-2524

Bill Price (732) 524-6623 (o) (732) 668-3735 (m)

Crucell

Media & Investors: Oya Yavuz +31 (0)71 519 7064 (o)

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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.

The transaction is expected to have an estimated dilutive impact of $0.02 to $0.04 on Johnson & Johnson’s 2009 adjusted earnings per share.

CRUCELL Conference Call and Webcast for media

At 9:00 Central European Time (CET), Crucell’s management will conduct a conference call for all media, which will also be webcast. To participate in the conference call, please call one of the following telephone numbers 15 minutes prior to the event:

+44 203 003 2666 for the UK;

+1 646 843 4608 for the US; and +3120 794 8426 for the Netherlands

Following a short introduction on the collaboration with Johnson & Johnson, the lines will be opened for a question and answer session.

CRUCELL Conference Call and Webcast for analysts/investors

At 14:00 Central European Time (CET), Crucell’s management will conduct a conference call for analysts and investors, which will also be webcast. To participate in the conference call, please call one of the following telephone numbers 15 minutes prior to the event:

+44 203 003 2666 for the UK;

+1 646 843 4608 for the US; and +3120 794 8426 for the Netherlands

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Following a presentation of the collaboration with Johnson & Johnson, the lines will be opened for a question and answer session.

Both live audio webcasts can be accessed via the homepage of Crucell's website at www.crucell.com and will be archived and available for replay following the event.

About Johnson & Johnson Caring for the world, one person at a time….inspires and unites the people of Johnson & Johnson. We embrace research and science – bringing innovative ideas, products and services to advance the health and well-being of people. Our approximately 117,000 employees at more than 250 Johnson & Johnson companies work with partners in health care to touch the lives of over a billion people every day throughout the world.

About Crucell Crucell N.V. is a global biopharmaceutical company focused on research, development, production and marketing of vaccines, proteins and antibodies that prevent and/or treat infectious diseases. Its vaccines are sold in public and private markets worldwide. Crucell’s core portfolio includes a vaccine against hepatitis B, a fully-liquid vaccine against five important childhood diseases and a virosome-adjuvanted vaccine against influenza. Crucell also markets travel vaccines, such as the only oral anti-typhoid vaccine, an oral cholera vaccine and the only aluminum-free hepatitis A vaccine on the market. The Company has a broad development pipeline, with several product candidates based on its unique PER.C6® production technology. The company licenses its PER.C6® technology and other technologies to the biopharmaceutical industry. Important partners and licensees include DSM Biologics, Sanofi-Aventis, Novartis, Wyeth, GSK, CSL and Merck & Co. Crucell is headquartered in Leiden, the Netherlands, with subsidiaries in Switzerland, Spain, Italy, Sweden, Korea and the U.S. The Company employs over 1000 people. For more information, please visit www.crucell.com .

Forward-looking statements

(This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Johnson & Johnson’s and Crucell’s expectations and projections. Risks and uncertainties include the potential that market segment growth will not follow historical patterns; general industry conditions and competition; business and economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign healthcare reforms and government laws and regulations; and trends toward healthcare cost containment. A further list and description of these risks, uncertainties and other factors can be found in Exhibit 99 of Johnson & Johnson’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008, and Crucell’s Annual Report/ Form 20-F for the fiscal year ended December 31, 2008, as filed with the U.S. Securities and Exchange Commission on April 22, 2009, as well as other subsequent filings. Crucell prepares its financial statements under International Financial Reporting Standards (IFRS) . Copies of all referenced filings, as well as subsequent filings, are available online at www.sec.gov , www.jnj.com , www.crucell.com , or on request from Johnson & Johnson or Crucell. Neither Johnson & Johnson nor Crucell undertakes to update any forward-looking statements as a result of new information or future events or developments.)

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SCHEDULE 5

DEED OF ISSUE

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ISSUANCE OF SHARES CRUCELL N.V.

CRUCELL N.V.

AND

JHC NEDERLAND B.V.

ALLEN & OVERY

AMSTERDAM

Dated 28 September 2009

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ISSUANCE OF SHARES CRUCELL N.V. THIS DEED (this Deed ) is made on 28 September 2009, BETWEEN:

RECITALS:

Confidential Execution Copy

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 .

(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.

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NOW THEREFORE, CRUCELL AND THE INVESTOR HAVE AGREED AS FOLLOWS: Article 1. Issuance.

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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(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.

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.

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 ).

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.

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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.

Signature Page to Deed of Issue

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JHC NEDERLAND B.V. CRUCELL N.V. By: /s/ Herman Van Hoof By: /s/ R.K. Beukema Name: Herman Van Hoof Name: R.K. Beukema Title: Director Title: General Counsel and Corporate Secretary Date: 28 September 2009 Date: 28 September 2009

JHC NEDERLAND B.V. By: /s/ Bart van Zijll Langhout Name: Bart van Zijll Langhout Title: Director Date: 28 September 2009

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SCHEDULE 6

OFFICER’S CERTIFICATES

PART 1

COMPANY’S OFFICER’S CERTIFICATE

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JHC NEDERLAND B.V. Paul Janssenweg 150 5026 RH Tilburg Attn. Management Board

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:

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Leiden, 28 September 2009 Subject Officer ’s certificate

(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. /s/ R.K. Beukema Name: R.K. Beukema Title: General Counsel and Corporate Secretary

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PART 2

INVESTOR’S OFFICER’S CERTIFICATE

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Crucell N.V. Archimedesweg 4 2333 CN Leiden Attn. Management Board

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:

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Leiden, 28 September 2009 Subject Officer ’s certificate

(a) Investor has performed all obligations and conditions required to be performed under the Equity Purchase Agreement on or before the date hereof; and (b) 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. /s/ L.J.C. de Brauw /s/ Jochem Prinsen Name: L.J.C. de Brauw Name: Jochem Prinsen Title: Attorney-in-Fact Title: Attorney-in-Fact

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SCHEDULE 7

INTERPRETATION

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 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;

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1. Terms Defined:

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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;

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;

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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 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;

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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 the members of the Company’s management committee, i.e Ronald Brus, CEO, Leon Kruimer, CFO, Cees de Jong, COO, Jaap Goudsmit, CSO, Arthur Lahr, CBO & Strategy and René Beukema, General Counsel & Corporate Secretary and (iii) Bart Klein, Head IP & Operational Legal, Onno Krap, Director Finance, Martijn van Riet, Senior Tax Counsel, and Rob van Dijk, Global Director HR;

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);

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;

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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);

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;

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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 (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;

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Transactions means the transactions contemplated by the Transaction Documents;

Transaction Documents means:

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.

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(a) this Agreement;

(b) the Shareholder Agreement;

(c) the Registration Rights Agreement;

(d) the Flu-MAb Agreement; and

(e) the Innovation Agreement;

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, 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.

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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.

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SCHEDULE 13

NOTARY LETTER

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NOTARY LETTER

DATED 28 SEPTEMBER 2009

ALLEN & OVERY LLP

AMSTERDAM

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A&O NOTARY LETTER FOR COMPLETION OF PROJECT RED MON KEY Date: 28 September 2009 From: Mr. R.J.J. Lijdsman (the A&O Notary ) To:

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

This is the Notary Letter .

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(1) 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

(2) 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 .

1. BACKGROUND

1.1 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 ).

1.2 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 ).

2. PAYMENTS IN

2.1 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 .

2.2 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:

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-0-0-0-0-0-

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(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.

3. PAYMENT OUT

3.1 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.

3.2 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 .

4. GOVERNING LAW AND JURISDICTION

4.1 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.

4.2 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’ ). 4.3 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.

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Yours faithfully,

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A&O Notary, Mr. R.J.J. Lijdsman Date: 28 September 2009 Place: Amsterdam

JHC NEDERLAND B.V. CRUCELL N.V. By: /s/ Herman Van Hoof By: /s/ R.K. Beukema Name: Herman Van Hoof Name: R.K. Beukema Title: Director Title: General Counsel and Corporate Secretary Date: 28 September 2009 Date: 28 September 2009

JHC NEDERLAND B.V. By: /s/ Bart van Zijll Langhout Name: Bart van Zijll Langhout Title: Director Date: 28 September 2009

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Exhibit 2

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SHAREHOLDER AGREEMENT

SEPTEMBER 28, 2009

between

JHC NEDERLAND B.V.

and

CRUCELL N.V.

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CONTENTS

Schedule

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Section

Page

1. Interpretation 1 2. Effect 1 3. Standstill 1 4. Restrictions on Transfer 3 5. Pre-emptive Rights 3 6. Investor Approval Rights 4 7. Anti-Dilution Protection 5 8. Drag Along Right 7 9. Tax and Accounting Matters 8 10. Fees and Costs 9 11. Confidentiality and Announcements 9 12. Notices 10 13. Assignments 11 14. General 12 15. Whole Agreement 12 16. No Rescission 13 17. Governing Law and Jurisdiction 13 18. Language 15

1. Interpretation 17

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THIS AGREEMENT (the Agreement ) is made on September 28, 2009, BETWEEN:

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

BACKGROUND:

IT IS AGREED as follows:

In addition to terms defined elsewhere in this Agreement, the definitions and other provisions in Schedule 1 (Interpretation) apply throughout this Agreement.

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(1) JHC NEDERLAND B.V. , a private company with limited liability incorporated under the laws of the Netherlands, with its corporate seat in Amersfoort and its principal offices located at Dr 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 ).

(A) Concurrently with the entering into of this Agreement the Parties are entering into an equity purchase agreement (the Equity Purchase Agreement ) pursuant to which Investor is acquiring upon Closing 14,626,984 new Ordinary Shares (the Shares ).

(B) It is a condition to the Equity Purchase Agreement that the Parties enter into this Agreement.

(C) In this Agreement, the Company and Investor wish to set forth certain arrangements in respect of Investor’s shareholding in the Company.

1. INTERPRETATION

2. EFFECT

2.1 This Agreement will become effective as of Closing.

3. STANDSTILL

3.1 For a period of three (3) years from the Closing Date (the 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 3, directly or indirectly, (x) purchase or acquire Qualified Securities, or (y) commence a Public Offer if, in either case, the consummation of such purchase or acquisition or Public Offer would result 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 Qualified Securities 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 clause (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.

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3.2 For the avoidance of doubt and notwithstanding anything in Section 3.1 to the contrary, nothing in this Section 3 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.

3.3 Notwithstanding anything in Section 3.1 to the contrary, nothing in this Section 3 shall prohibit Investor or any of its Affiliates from acquiring any Qualified 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 any of its Affiliates’ employees or (ii) any 401(k) or similar bona fide benefit plan maintained for the benefit of employees of Investor or any of its Affiliates (and, in the case of subsections (i) and (ii) of this sentence, any such Qualified 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 Qualified 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 Qualified 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 Qualified 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 Qualified 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.

3.4 The Standstill Period will terminate and the provisions of this Section 3 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 Qualified Securities, in each case 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 Transaction or 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).

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4. RESTRICTIONS ON TRANSFER

4.1 For a period of three (3) months following the Closing Date (the Lock-Up Period ), Investor shall not be permitted to, directly or indirectly, sell and/or transfer or otherwise dispose of all or part of the Shares (or ADS acquired in exchange for all or a portion of the Shares) other than as provided in this Agreement (the Lock-Up ).

4.2 The restrictions set forth in Section 4.1 above will not apply (i) to transfers to Investor’s Affiliates, subject to such Affiliates adhering to the obligations of Investor under this Agreement including the Lock-Up, (ii) to exchanges of Shares for ADS, and (iii) in the event that the number of issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS) would be reduced by reason of a tender offer or other repurchase thereof made by the Company or any of its Subsidiaries and in respect of which Investor is not solicited on a pro rata basis, to the extent necessary to prevent the Shares Beneficially Owned by Investor from constituting in excess of the Ownership Limit, but only after all material conditions with respect to such tender offer or other repurchase transaction (other than any such condition that can be satisfied only at the closing thereof) have been satisfied or irrevocably waived by the Company; provided , however , that this subsection (iii) shall cease to apply in the event that Investor acquires (in accordance with the terms of this Agreement) additional Ordinary Shares (including Ordinary Shares represented by ADS), which acquisition results in the shareholding of Investor exceeding the Ownership Limit.

4.3 The Lock-Up Period will terminate and the provisions of this Section 4 will no longer be in force and effect in the event that (i) a third party publicly announces ( eerste aankondiging ) a Public Offer or acquires 18% or more of the issued and outstanding Company Voting Securities, in each case, without the consent or recommendation of the management board or supervisory board of the Company, (ii) the Company intends to enter into or announces publicly that it is considering a Business Combination Transaction or a Business Combination Proposal or (iii) the Flu-Mab Agreement and the Innovation Agreement are terminated (other than as a result of a material breach by Investor).

5. PRE-EMPTIVE RIGHTS

5.1 Subject to Section 5.5, if the Company at any time or from time to time proposes to issue any Qualified Securities (including any issuance of Qualified Securities that results, through a series of one or more related transactions, in the Company receiving, directly or indirectly, cash for such issuance), the Company shall, no later than fifteen (15) Business Days prior to the proposed consummation of such issuance give written notice thereof to Investor (the Pre-emptive Rights Notice ). Such Pre-emptive Rights Notice shall contain the amount and class of Qualified Securities to be issued, the purchase price in respect thereof, the prospective purchasers thereof, if known, and any other terms the Company determines are pertinent regarding the proposed issuance and shall also contain an offer to issue to Investor, at the same purchase price per Qualified Security at which the Company issues such Qualified Securities to the other proposed purchasers thereof, that number of Qualified Securities (the Pre-emptive Securities ) equal to the product of Investor’s Proportionate Interest multiplied by the total number of Qualified Securities being offered (the Pre-emptive Rights ); provided , however , that the number of Pre-emptive Securities to be offered to Investor pursuant to this Section 5.1 shall be reduced by the number of Qualified Securities that Investor would otherwise have the right to purchase in connection with such issuance pursuant to applicable statutory pre-emptive rights (after giving effect to any waiver, in whole or in part, of such statutory pre-emptive rights by the Company’s shareholders, to the extent that such waiver is binding on Investor) or any other contractual pre-emptive rights that Investor may enforce against the Company. At any time within fifteen (15) Business Days after receipt of the Pre-emptive Rights Notice (the Pre-emptive Rights Period ) Investor may accept the offer made to it in the Pre-emptive Rights Notice, by furnishing notice of acceptance thereof to the Company (the Pre-emptive Rights Acceptance Notice ). Failure by Investor to provide a Pre-emptive Rights Acceptance Notice within the Pre-emptive Rights Period shall be deemed to constitute an election by Investor not to exercise its Pre-emptive Rights.

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5.2 If at the end of the Pre-emptive Rights Period less than all of the Pre-emptive Securities are accepted for purchase by Investor pursuant to Section 5.1, the Company shall be entitled to proceed with the issuance of the Pre-emptive Securities that Investor did not accept for purchase pursuant to Section 5.1, on terms not more favourable than (including as to form of consideration), and for a purchase price equal to or higher than, that set forth in Pre-emptive Rights Notice.

5.3 The closing of the purchase of Pre-emptive Securities accepted for purchase pursuant to Section 5.1 shall take place together with the closing of the issuance to the other proposed buyer(s) and such purchase shall be at the purchase price specified in the Pre-emptive Rights Notice paid by wire transfer of immediately available funds or pursuant to the same terms and conditions offered to the proposed buyer(s) of Qualified Securities set forth in the Pre-emptive Rights Notice, in either case in the appropriate amount or other consideration (or a reasonable monetary equivalent of such other consideration) as indicated in such notice against delivery of certificates or other instruments representing the Pre-emptive Securities so purchased.

5.4 Investor may at its discretion by written notice to the Company waive its Pre-emptive Rights under this Section 5.1 in whole or in part at any time.

5.5 Notwithstanding anything to the contrary in this Agreement, Investor shall not be granted Pre-emptive Rights with respect to (i) issuances of options to employees of the Company pursuant to the ESOP, (ii) issuances of Ordinary Shares pursuant to the exercise of options issued under the ESOP; or (iii) issuances of Qualified Securities in connection with the acquisition (whether by merger or otherwise) of all or part of the outstanding capital stock or assets of a third party; provided such acquisition is on an arm’s length basis, at market conditions and within the boundaries authorized in the Company’s shareholder meetings; and provided further that no Competitor would acquire 18% or more 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 such Competitor or its Affiliates) immediately after such issuance as a result thereof.

5.6 Investor’s Pre-emptive Rights shall expire and no longer be available upon Investor (together with its Affiliates) ceasing to have Beneficial Ownership of at least 12% of the issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS); provided that Ordinary Shares issued pursuant to Section 5.5 above shall be disregarded for the purposes of determining whether Investor’s Beneficial Ownership falls below 12% of the issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS).

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6. INVESTOR APPROVAL RIGHTS

6.1 The Company shall not, without the prior written approval of Investor: (i) commence a tender offer or repurchase of Company Voting Securities if the consummation of such tender offer or repurchase would result in Investor holding more than 18% of the issued and outstanding Company Voting Securities, (ii) grant options or other equity awards in excess of the amounts authorized under the ESOP, or (iii) amend the Articles of Association in a manner that would create a new class of securities or make the current rights of the shareholders meeting subject to proposals of the management board and/or supervisory board of the Company or subject to other limitations.

6.2 The approval rights set forth in Section 6.1 shall expire and no longer be available upon Investor (together with its Affiliates) ceasing to have Beneficial Ownership of at least 10% of the issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS); provided that Ordinary Shares issued pursuant to Section 5.5 above shall be disregarded for the purposes of determining whether Investor’s Beneficial Ownership falls below 10% of the issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS).

7. ANTI -DILUTION PROTECTION

7.1 If at any time within nine (9) months following the Closing Date (the Anti-Dilution Period ) the Company experiences the consummation of an Anti-Dilution Acquisition Event or the Company enters into definitive documentation with respect to any Business Combination Transaction that would (or could reasonably be expected to) lead to an Anti-Dilution Acquisition Event, Investor shall receive a cash payment of the Anti-Dilution Amount pursuant to this Section 7 upon consummation of such Anti-Dilution Event.

7.2 During the Anti-Dilution Period, the Company shall not (i) enter into definitive documentation with respect to any Business Combination Transaction that would (or could reasonably be expected to) lead to an Anti-Dilution Acquisition Event unless the counterparty to such Business Combination Transaction (the Acquirer ) agrees to be bound by the provisions of this Section 7 or (ii) consummate a Business Combination Transaction which would result in an Anti-Dilution Acquisition Event unless the Anti-Dilution Amount is paid to Investor in connection with such Business Combination Transaction.

7.3 Within five (5) Business Days of the execution of the definitive documentation with respect to a Business Combination Transaction which will (or could reasonably be expected to) lead to an Anti-Dilution Acquisition Event, the Company shall provide written notice (the Anti-Dilution Notice ) to Investor of such potential Anti-Dilution Acquisition Event, including (i) the Acquisition Price, (ii) the Anti-Dilution Amount, along with a calculation of such Anti-Dilution Amount, (iii) the current market prices of any securities which may be offered as consideration for the Company Voting Securities (including ADS) in the Business Combination Transaction, (iv) the proposed closing date for Business Combination Transaction, and (v) informing Investor that it is entitled to exercise its rights under this Section 7.

7.4 In the event that the Acquisition Price in such Business Combination Transaction is not payable in cash, marketable securities, or other consideration to which a cash value can be readily determined, the Acquirer and Investor shall, for a period of fifteen (15) Business Days following delivery of the Anti-Dilution Notice, negotiate a mutually acceptable Anti-Dilution Amount to apply to the Shares. If the Acquirer and Investor cannot agree on an acceptable Anti-Dilution Amount prior to the expiration of such fifteen (15) Business Day-period, the Acquirer and Investor shall each appoint, within ten (10) Business Days after the expiration of such fifteen (15) Business Day-period an independent investment bank of international standing (any banks so appointed, the Investor Expert and Acquirer Expert , respectively, and collectively, the Experts ) to determine the Fair Value (as defined below) of the Anti-Dilution Amount.

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7.5 For purposes of Section 7.4 above, the Fair Value of the Anti-Dilution Amount shall be the average of the values that the Experts determine, in their respective opinions, to be the appropriate dollar amount of the Anti-Dilution Amount (expressed in Euros); provided , however , if the difference between fair market values determined by the Experts (each such appraisal, a Valuation ) is equal to or more than 10% of the higher Valuation, (i) the Experts shall jointly select and engage, within thirty Business Days of the date when the previous Valuations were submitted, a third independent investment bank of international standing (the Third Bank ), (ii) such Third Bank shall prepare a Valuation within thirty Business Days of the date of its engagement, and (iii) the Fair Value of the Anti-Dilution Amount shall be the average of the Valuation determined by the Third Bank and the Valuation of the Expert which is closest in value to the Valuation of the Third Bank.

7.6 Within five (5) Business Days of the time of the consummation of an Anti-Dilution Acquisition Event as meant under Section 7.1 through 7.3, the Acquirer (or the Company under the circumstances set forth in Sections 7.7 or 7.8 below) shall make a cash payment of the Anti-Dilution Amount to Investor, which for the avoidance of doubt shall be in addition to any amounts Investor may receive as consideration for the Shares pursuant to the Business Combination Transaction resulting in the Anti-Dilution Acquisition Event.

7.7 In the event that a Public Offer results in an Anti-Dilution Acquisition Event, the Company will be responsible for paying the Anti-Dilution Amount to Investor in connection with such Anti-Dilution Acquisition Event in accordance with this Clause 7 and will be bound by the same obligations as the Acquirer set forth in this Section 7 .

7.8 In the event that a Business Combination Transaction referred to in sub-clause (iii) of the definition of Change of Control results in an Anti-Dilution Acquisition Event, the Company will be responsible for paying the Anti-Dilution Amount to Investor in connection with any liquidation or the Company or any distributions or dividends of the proceeds of such Business Combination Transaction made to the shareholders of the Company on a pro-rata basis and will be bound by the same obligation as the Acquirer set forth in this Section 7.

7.9 The Company will ensure that Investor is allowed to participate in any Business Combination Transaction which would lead to a Anti-Dilution Acquisition Event and sell all of its Shares in such Business Combination Transaction (or, in the case of an Anti-Dilution Acquisition Event arising by virtue of a transaction described in clause (iii) of the definition of Change of Control, receive dividends or distributions of the net proceeds of such transaction).

7.10 The Company agrees that it will not consummate any Anti-Dilution Acquisition Event if as a result of such Anti-Dilution Acquisition Event (i) the Company and the Acquirer would not be capable of complying with its respective obligations under this Section 7, or (ii) Investor would not be allowed to participate in such Anti-Dilution Event and sell all of its Shares in such Anti-Dilution Acquisition Event.

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7.11 Investor may at its discretion by written notice to the Company waive its entitlement under this Section 7 in whole or in part at any time.

7.12 The Company agrees that to the extent that (i) its entry into definitive documentation with respect to, or consummation of, a proposed Business Combination Transaction that would lead to an Anti-Dilution Acquisition Event, (ii) the payment of the Anti-Dilution Amount to Investor or (iii) Investor’s participation in a proposed Business Combination Transaction that would lead to an Anti-Dilution Acquisition Event, is (with respect to (i), (ii) or (iii) or any other provisions of this Section 7) not possible without violating Rule 4e-10 of the Exchange Act (the Best Price Rule ) or any other rules or regulations under the Exchange Act and the Dutch Financial Supervision Act ( Wet op het financieel toezicht ) and the Public Takeover Decree ( Besluit openbare biedingen ) relating to tender offers, the Company shall not pursue or consummate such transaction until Investor’s rights under this Section 7 have expired or unless the terms of such transaction are revised such that the proposed Business Combination Transaction can be consummated in compliance with this Section 7 without violating the Best Price Rule or any such related provisions of the Exchange Act or the Dutch Financial Supervision Act ( Wet op het financieel toezicht ) and the Public Takeover Decree ( Besluit openbare biedingen ). The Company agrees that nothing in this Section 7 shall be interpreted as requiring the Company or any counterparty to a Business Combination Transaction to violate or breach the Best Price Rule or any such related provisions of the Exchange Act, the Dutch Financial Supervision Act ( Wet op het financieel toezicht ) and the Public Takeover Decree ( Besluit openbare biedingen ).

8. DRAG ALONG RIGHT

8.1 If the Company or the Company’s stockholders receive a bona fide Public Offer from a third party (which will not include any Offer by an Affiliate of the Company or any Group Company) and (i) the management board and supervisory boards of the Company have endorsed, approved, recommended or otherwise supported such Public Offer, (ii) the holders of at least 70% of all issued and outstanding Company Voting Securities (including those held by Investor and/or its Affiliates) have tendered their shares to the third party in connection with such Public Offer (a Public Offer meeting the requirements of clauses (i) and (ii) being an Approved Public Offer ) and (iii) Investor and/or any of its Affiliates do not have a bona fide matching (x) counter Public Offer to the Company’s shareholders or (y) other Business Combination Proposal with the Company pending, Investor and its Affiliates shall agree to tender and sell all of their Ordinary Shares and/or ADS in such Public Offer pursuant to this Section 8 to the extent permitted by applicable law and the terms of the Approved Public Offer.

8.2 The Company shall provide Investor a reasonable detailed description of the Approved Public Offer, including (i) the proposed time and place of closing, (ii) the consideration to be received by the stockholders, (iii) the name and address of the person making the Approved Public Offer, (iv) any other material terms of the Approved Public Offer (to the extent not sufficiently set out in the offer document related to the approved Public Offer) and (v) confirmation that the Public Offer is an Approved Public Offer (the Public Offer Notice ).

8.3 Within two (2) Business Days of receipt of such Public Offer Notice, if the offeror declares the Approved Public Offer unconditional in accordance with the Dutch offer rules, Investor shall agree, subject to Section 8.1 above, to tender all of its Ordinary Shares and/or ADS on the terms and conditions of the Approved Public Offer to the extent permitted by applicable law and the terms of the Approved Offer; provided that the payment and other terms applicable to Investor in the Approved Public Offer may not be less favourable to Investor than the terms offered to the other holders of Ordinary Shares and/or ADS; and provided further that Investor shall still be entitled to receive the Anti-Dilution Amount in the event that the Approved Public Offer would result in a Anti-Dilution Acquisition Event in accordance with Section 7.

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8.4 Investor shall take all reasonably necessary actions to consummate the sale of its Ordinary Shares and/or ADS on the terms and conditions set forth in Section 8.3.

8.5 For the avoidance of doubt, except as specifically set forth in this Section 8, Investor and its Affiliates will retain their rights to vote the Shares and make all decisions with respect to the divestiture of such Shares.

9. TAX AND ACCOUNTING MATTERS

9.1 The Company will provide and cause each Group Company to provide, upon reasonable prior notice, such information as may be reasonably required to enable Parent and any of its subsidiaries to accurately and timely comply with such person’s U.S. tax reporting obligations under the Internal Revenue Code of 1986, as amended, arising in connection with its ownership of the Company’s securities, including, but not limited to, each Group Company’s audited financial statements and the financial statements of any legal entity in which a Group Company owns an equity interest. Notwithstanding the foregoing, the Company shall not be required to provide information that it cannot reasonably obtain with respect to any legal entity that is not a Group Company.

9.2 The Company will, if necessary and upon reasonable prior notice, permit Parent (or its authorized representative) reasonable access to examine and copy the books of account, records and other documentation of each Group Company, in each case as may be reasonably required to verify the information provided pursuant to Section 9.1 above.

9.3 The Company will retain and cause each Group Company to retain all records reasonably required to calculate the earnings and profits of and taxes paid for U.S. federal income tax purposes by each Group Company for so long as Parent owns, directly, indirectly or constructively, at least 10% of the issued and outstanding Company Voting Securities and, upon reasonable prior notice, to permit Parent (or its authorized representative) reasonable access to copy such records.

9.4 The Company will notify Parent of any change to the entity classification under U.S. Treasury Regulation Sections 301.7701-2 and -3 of any Group Company. The Company will use reasonable efforts to request the entity classification under such U.S. Treasury Regulations of any legal entity in which a Group Company holds a minority equity interest and notification of any changes to such classification.

9.5 In the event that Parent is required to account for its investment in the Company under the equity method of accounting (determined in accordance with US GAAP) as applicable to Parent and subject to applicable law, the Company shall use its commercially reasonable efforts to:

(a) prepare and deliver to Parent, within 120 calendar days after the end of each fiscal year of the Company, the following audited financial statements with respect to the Company and its Subsidiaries: (i) a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year; (ii) a consolidated income (loss) statement of the Company and its Subsidiaries for such fiscal year; (iii) a consolidated statement of cash flows of the Company and its Subsidiaries for such fiscal year, and (iv) a consolidated statement of changes in shareholders’ equity of the Company and its Subsidiaries for such fiscal year;

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(b) prepare and deliver to Parent, within the earlier of (i) sixty (60) calendar days after the end of each of the first three fiscal quarters in any fiscal year of the Company or (ii) five (5) days after publication and within the earlier of (x) seventy-five (75) calendar days after the end of the fourth fiscal quarter of the Company in any fiscal year of the Company or (y) five days after publication, the unaudited financial information for such period in form and substance substantially consistent with the financial information historically furnished to the SEC by the Company on Form 20-F or, if not furnished to the SEC, in form and substance substantially consistent with the financial information historically furnished via press release, for each of the last four fiscal quarters of the Company immediately prior to the date of this Agreement (as applicable);

(c) maintain and cause its Affiliates (including each Group Company) to maintain appropriate books and records, in accordance with the requirements of all applicable laws, and provide and cause its Affiliates (including each Group Company) to provide Parent, at Parent’s expense, with such access as is reasonably requested by Parent to such books of account, records, and other documents (including to examine, audit, and take excerpts therefrom, and make photocopies thereof), information, and personnel, and use its commercially reasonable efforts to provide access to its independent certified public accountant, in each case to allow Parent and its employees and accountants to perform any procedures with respect to information and documents delivered to Parent pursuant to this Agreement as may be reasonably requested by Parent;

(d) at Parent’s expense, provide all support reasonably requested by Parent to conduct all activities related to determining the purchase price accounting in accordance with the equity method of accounting determined in accordance with US GAAP as applicable to Parent;

(e) ensure that all the consolidated financial statements of the Company are prepared in accordance with the same system of generally accepted accounting principles used in the Company’s SEC filings, or, if the Company has ceased making filings with the SEC, in the same system of generally accepted accounting principles used to meet the Company’s filing obligations in its country of domicile; and

(f) at Parent’s expense, (i) cooperate, and use its commercially reasonable efforts to cause the Company’s independent certified public accountants to cooperate, with Parent, to the extent reasonably requested by Parent, in the preparation of Parent’s public earnings releases or other press releases, Current Reports on Form 8-K, Annual Reports to shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Parent with the SEC, or any other governmental authority or otherwise made publicly available (collectively, the Parent Public Filings ), (ii) provide to Parent all information that Parent reasonably requests in connection with any Parent Public Filings or that, in the reasonable judgment of Parent or its legal counsel, is required to be disclosed or incorporated by reference therein under any applicable law, (iii) provide such information to enable Parent to prepare, print and release all Parent Public Filings on a timely basis and (iv) use its commercially reasonable efforts to cause the Company’s independent certified public accountants to consent to any reference to them as experts in any Parent Public Filings required under applicable law.

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10. FEES AND COSTS

10.1 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 date of this Agreement, 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 member of the Company’s Group) in connection with the preparation, entering into and completion of this Agreement.

11. CONFIDENTIALITY AND ANNOUNCEMENTS

11.1 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.

11.2 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) 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.

11.3 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, (the CDA ) which shall remain in effect in accordance with its terms.

12. NOTICES

12.1 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:

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JHC Nederland B.V. Paul Janssenweg 150 5026 RH Tilburg Netherlands marked for the attention of: Herman E.A. van Hoof Fax: +31 (0)13 583 7141

with a copy to

Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Marked for the attention of: Tom Heyman, Global Head Business Development Fax: +1 732-846-2058

and

Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Marked for the attention of: Office of General Counsel Fax: +1 732-524-2788

Postbus 2048, 2301CA Leiden, the Netherlands marked for the attention of mr. René Beukema email: [email protected] Fax: +31 (0) 71 519 9801

with a copy to

Allen & Overy LLP, Postbus 75440, 1070 AK Amsterdam, the Netherlands marked for the attention of mr. Johan Kleyn email: [email protected] fax:: +31 (0) 20 674 1034

or at any such other address of which it shall have given notice for this purpose to the other parties under this Section. 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).

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(a) to Investor at:

(b) to the Company at:

12.2 Any notice or other communication shall be deemed to have been given:

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

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

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(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.

12.3 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.

12.4 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.

13. ASSIGNMENTS

13.1 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.

14. GENERAL

14.1 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.

14.2 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.

14.3 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.

14.4 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

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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.

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

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

15. WHOLE AGREEMENT

15.1 Notwithstanding Section 11.3, 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 the Transactions. Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into this Agreement.

15.2 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 Section 15.2, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.

15.3 This Agreement may only be amended in writing and where such amendment is signed by all the Parties.

16. NO RESCISSION

16.1 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 ).

17. GOVERNING LAW AND JURISDICTION

17.1 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.

17.2 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.

17.3 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 17.

17.4 Any Dispute shall be finally resolved by binding arbitration in accordance with this Section 17 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 17.7 below or a panel of three (3) arbitrators to be appointed in accordance with Section 17.6 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 17, 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.

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17.5 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 17, the arbitrators shall decide the Dispute in accordance with the procedural laws of the Netherlands.

17.6 Subject to Section 17.8 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.

17.7 If after exchange of the notice of arbitration and the notice of defense it appears that no Party has demanded damages greater than $2 million, and that no Party has demanded equitable relief, there shall be 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.

17.8 All persons appointed to act as arbitrator under this Section 17 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.

17.9 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.

17.10 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.

17.11 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.

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17.12 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.

17.13 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 17 except as 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 17 shall have no preclusive effect on any matter involving third parties.

18. LANGUAGE

18.1 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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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.

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JHC NEDERLAND B.V. CRUCELL N.V. By: /s/ Herman Van Hoof By: /s/ R.K. Beukema Name: Herman Van Hoof Name: R.K. Beukema Title: Director

Title: General Counsel and Corporate

Secretary

Date: 28 September 2009 Date: 28 September 2009 JHC NEDERLAND B.V. By: /s/ Bart van Zijll Langhout Name: Bart van Zijll Langhout Title: Director Date: 28 September 2009

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SCHEDULE 1

INTERPRETATION

Acquirer has the meaning set forth in Section 7.2;

Acquirer Expert has the meaning set forth in Section 7.4;

Acquisition Price has the meaning set forth in the definition of Anti-Dilution Acquisition Event;

ADS means the American Depositary Shares of the Company;

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;

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;

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

Anti-Dilution Acquisition Event means a Change of Control under circumstances in which the Company Voting Securities are converted into or are otherwise entitled to receive cash or other consideration with a per share value, determined as of the date of consummation of the Change of Control, (the amount per share so determined, the Acquisition Price ), that is less than the Issue Price (as adjusted to take into account any exchange of Ordinary Shares for ADS or ADS for Ordinary Shares, stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting the Company Voting Securities generally). In the event the Acquisition Price is denominated in a currency other than Euros, for purposes of determining the Acquisition Price hereunder, the applicable cash amount shall be converted into Euros at the then prevailing exchange rate as quoted in the Financial Times on the day on which the related Business Combination is consummated, or if such day is not a Business Day, as quoted in the Financial Times on the immediately preceding Business Day;

Antidilution Amount: means, with respect to any Anti-Dilution Acquisition Event, an amount equal to the product of (x) the aggregate number of Company Voting Securities acquired upon consummation of such Anti-Dilution Acquisition Event (not to exceed the number of Company Voting Securities (as adjusted as adjusted to take into account any exchange of Ordinary Shares for ADS or ADS for Ordinary Shares, stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting the Company Voting Securities generally) acquired by Investor on Closing pursuant to the Equity Purchase Agreement) and (y) the amount equal to (1) the Issue Price (as adjusted to take into account any exchange of Ordinary Shares for ADS or ADS for Ordinary Shares, stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting the Company Voting Securities generally minus (2) the applicable Acquisition Price;

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1. Terms Defined:

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

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 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;

Best Price Rule has the meaning set out in Section 7.12;

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

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;

CDA has the meaning set out in Section 11.3;

Change of Control means the acquisition by a person or a group of persons acting in concert, directly or indirectly, of (i) 50% or more of the issued and outstanding Company Voting Securities through a share purchase, tender offer, exchange offer or other bona fide offer to acquire, (ii) 50% or more of the total voting power of the Company by merger, business combination or otherwise or (iii) all or substantially all of the assets of the Company, in each case in a Business Combination Transaction fully endorsed, approved, recommended or otherwise supported by the Company (i.e. not in a hostile bid scenario);

Closing means the issue of the Shares to Investor in accordance with the terms of the Equity Purchase Agreement;

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Closing Date means the date on which Closing is effected;

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

Company Voting Securities means, collectively, (i) the Ordinary Shares (including Ordinary Shares represented by ADS) and (ii) any other securities entitled to vote in the general meeting of shareholders of the Company outstanding at the date of determination (excluding preference shares issued to the Stichting Preferente Aandelen Crucell);

Competitor means Pfizer Incorporated, Wyeth Pharmaceuticals, Inc., GlaxoSmithKline plc, Bayer AG, F. Hoffmann–La Roche, Ltd., Sanofi-Aventis, Novartis International AG, AstraZeneca plc, Abbot Laboratories. Merck & Co., Inc., Schering-Plough Corporation, Bristol-Myers Squibb and their respective Affiliates;

Deed of Issue means the deed of issue pursuant to which the Shares will be issued to Investor at the Closing. An Agreed Form of the Deed of Issue is attached as Schedule to the Equity Purchase Agreement;

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;

Experts has the meaning set forth in Section 7.4;

Equity Purchase Agreement has the meaning set out in recital (A);

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

Fair Value has the meaning set forth in Section 7.5;

Flu-MAb Agreement means the Collaboration and Commercialization Agreement for Flu-MAb Product between the Parties of the same date as this Agreement;

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;

Innovation Agreement means the agreement regarding the Innovation, Development and Commercialization of Novel Drug Products between the Parties of the same date as this Agreement;

Issue Price has the meaning set out in Section 3.1 of the Equity Purchase Agreement;

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

Investor Expert has the meaning set forth in Section 7.4;

Lock-Up has the meaning set out in Section 4.1;

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Lock-Up Period has the meaning set out in Section 4.1;

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;

Parent means Johnson & Johnson, a New Jersey corporation;

Parent Public Filings has the meaning set forth in Section 9.5(f);

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

Pre-emptive Right has the meaning set out in Section 5.1;

Pre-emptive Rights Acceptance Notice has the meaning set out in Section 5.1;

Pre-emptive Rights Notice has the meaning set out in Section 5.1;

Pre-emptive Rights Period has the meaning set out in Section 5.1;

Proportionate Interest means, with respect to any shareholder, the ratio of (a) the number of Company Voting Securities (including Company Voting Securities represented by ADS) then Beneficially Owned by such shareholder (after giving effect to the exercise, exchange, or conversion of all Company securities exercisable or exchangeable for, or convertible into, Company Voting Securities or ADS then Beneficially Owned by such shareholder) to (b) the total number of issued and outstanding Company Voting Securities (including Company Voting Securities represented by ADS) then owned by all shareholders (after giving effect to the exercise, exchange, or conversion of all Company securities exercisable or exchangeable for, or convertible into, Company Voting Securities or ADS then Beneficially Owned by such shareholders), and excluding for purposes of such ratio equity-based awards granted pursuant to the ESOP;

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

Qualified Securities means any 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);

Registration Rights Agreement has the meaning ascribed thereto in the Equity Purchase Agreement;

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

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

Standstill Period has the meaning set out in Section 3.1;

Subsidiary has the meaning as set out in article 2:24a of the Dutch Civil Code;

Third Bank has the meaning set forth in Section 7.5;

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Transactions means the transactions contemplated by the Transaction Documents;

Transaction Documents means:

Tribunal has the meaning set forth in Section 17;

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

Valuation has the meaning set forth in Section 7.5.

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

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(a) this Agreement;

(b) the Equity Purchase Agreement;

(c) the Flu-MAb Agreement;

(d) the Registration Rights Agreement;

(e) the Innovation Agreement; and

(f) the CDA;

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

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

4. 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;

(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.

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

6. 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.

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7. 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.

8. 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.

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

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

11. Notwithstanding the Section headed “Language”, where in this Agreement a Dutch term is given in italics or in italics and 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.

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Exhibit 3

REGISTRATION RIGHTS AGREEMENT

dated as of September 28, 2009

between

CRUCELL N.V.

and

JHC NEDERLAND B.V.

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REGISTRATION RIGHTS AGREEMENT , dated as of September 28, 2009 (this “Agreement”), between Crucell N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company” ), and JHC Nederland B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Investor”).

RECITALS:

WHEREAS , the Company and Investor have entered into that certain Equity Purchase Agreement, dated as of September 28, 2009 (the “Equity Purchase Agreement”), pursuant to which, among other things, Investor will acquire 14,626,984 Ordinary Shares on the terms and subject to the conditions set forth therein.

WHEREAS , Investor, in its sole discretion, may deposit all or any portion of its Ordinary Shares, in accordance with the terms of the Deposit Agreement (as defined below), in exchange for ADSs (as defined below) evidenced by American Depositary Receipts (“ADRs”)

WHEREAS , in order to induce Investor to invest funds in the Company pursuant to the Equity Purchase Agreement, the Company and Investor have agreed to enter into this Agreement for the purpose, among other things, of granting Investor the registration rights described in this Agreement.

NOW, THEREFORE , in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions

(a) As used in this Agreement, the following terms will have the following meanings:

“ADSs” means American Depositary Shares representing Ordinary Shares and evidenced by ADRs. Each ADS currently represents one (1) Ordinary Share.

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common

control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under direct or indirect common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405.

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in

New York City.

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“Closing Date” shall have the meaning set forth in the Equity Purchase Agreement.

“Deposit Agreement” means the Deposit Agreement, dated as of October 26, 2000, among the Company, The Bank of New York and the owners and beneficial owners of ADRs issued thereunder.

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

“Holders” means Investor and any Affiliate of Investor who owns, beneficially or otherwise, Registrable Securities.

“Issue Price” shall have the meaning set forth in the Equity Purchase Agreement.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Act.

“Ordinary Shares” means ordinary shares of the Company, par value €0.24 per share.

“register,” “registered,” and “registration” shall refer to a registration effected by preparing and (a) filing a registration statement in compliance

with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement or (b) filing a prospectus and/or prospectus supplement in respect of an appropriate effective registration statement on Form F-3.

“Registrable Securities” means the Ordinary Shares and the ADSs (and any shares of capital stock or other equity interests issued or issuable with

respect to such Ordinary Shares or ADSs by way of stock dividends or stock splits or in connection with a combination of shares, subdivision, consolidation, bonus issue, capitalization issue, recapitalization, merger, consolidation, scheme of arrangement, reorganization, reclassification or similar transaction); provided , that, once issued, such Ordinary Shares and ADSs will not be Registrable Securities when (i) they are sold pursuant to an effective registration statement on Form F-1 or Form F-3 under the Securities Act (other than, for the avoidance of doubt, to Investor or an Affiliate of Investor) or, (ii) they are sold pursuant to Rule 144 (other than, for the avoidance of doubt, to Investor or an Affiliate of Investor) or (iii) they shall have ceased to be outstanding.

“Registration Expenses” mean all expenses incurred by the Company in effecting any registration pursuant to this Agreement (whether or not any

registration or prospectus becomes effective or final) or otherwise complying with its obligations under Section 2.1, including all registration, filing and listing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, expenses incurred in connection with any “road show”, rating agency fees, the reasonable fees and disbursements of the Company’s counsel, expenses of the Company’s independent accountants in connection with any regular or special reviews or audits or “comfort” letters incident to or required by such registration, and reasonable fees and disbursements of underwriters customarily paid by the issuers (subject to any cap that such underwriters may agree to with the Company, if any), including liability insurance if the Company so desires, but shall not include Selling Expenses.

“Rule 144”, “Rule 158”, “Rule 405”, “Rule 415” and “Rule 461” mean, in each case, such rule promulgated under the Securities Act (or any

successor provision), as the same shall be amended from time to time.

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“Rule 10b5-1” means such rule promulgated under the Exchange Act (or any successor or similar provision), as the same shall be amended from time to time.

“SEC” means the U.S. Securities and Exchange Commission.

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

“Selling Expenses” mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities

and fees and disbursements of counsel for the Holders (other than those fees and disbursements of counsel for the Holders expressly included in Registration Expenses).

“WKSI” means a “well-known seasoned issuer” as defined in Rule 405.

(b) As used in this Agreement, the terms set forth below will have the meanings assigned in the corresponding Section listed below:

(c) Terms used but not defined herein shall have the respective meanings ascribed thereto in the Equity Purchase Agreement.

Term Section ADR Recitals Agreement Preamble Allowable Grace Period 2.1(a) Company Preamble Company Indemnitee 2.8(b) Demand Registration 2.1(a) Demanding Other Holders 2.1(h) Effectiveness Failure 2.7 Equity Purchase Agreement Recitals Filing Failure 2.7 Indemnified Party 2.8(c) Indemnifying Party 2.8(c)) Initial Registration 2.1(a) Initial Registration Statement 2.1(a) Investor Preamble Investor Indemnitee 2.8(a) Investor Information 2.8(a) Listing Failure 2.7 Maximum Number of Securities 2.1(d) NASDAQ 2.3(p) Piggyback Registration 2.1(e) Registration Delay Payments 2.7 Shelf Registration Statement 2.1(a) Substitute Registration Statement 2.1(b) Valid Business Reason 2.1(a)

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1.2 Interpretation; Other Definitions

(a) Unless expressly stated in this Agreement or the context otherwise requires, in this Agreement:

(1) references to persons are deemed to include references to natural persons, firms, partnerships, companies, corporations, associations, bodies corporate, trusts, investment funds, governments, states or agencies (in each case whether or not having a separate legal personality) but references to individuals are deemed to be references to natural persons only;

(2) words importing the singular include the plural and vice versa and words importing the masculine include references to the

feminine and neuter and vice versa;

(3) subject to Section 3.3 hereof, reference to writing or similar expressions includes transmission by facsimile or electronic means;

(4) reference to this Agreement, to any other document or to any specified provision of this Agreement or any other document is a reference to this Agreement, to such other document or to such provision as in force for the time being and as amended or supplemented from time to time;

(5) the terms “including” or “includes” will be interpreted so as not to limit the meaning of any words preceding such terms;

(6) if any action or duty to be taken or performed under any of the provisions of this Agreement would fall to be taken or performed

on a day which is not a Business Day, such action or duty will be taken or performed on the Business Day next following such day;

(7) all references to recitals, sections, clauses, paragraphs, schedules and exhibits are to recitals in, sections, clauses and paragraphs of and schedules and exhibits to this Agreement;

(8) any reference to a person includes his or its successors, personal representatives and permitted assigns;

(9) words such as “hereby”, “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” will, unless the

context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular section, clause or paragraph hereof; and

(10) any reference to a party or the parties is a reference to a party or the parties to this Agreement unless the context otherwise admits or requires.

(b) It is acknowledged and agreed by the parties that the provisions of this Agreement have been negotiated, drafted and settled jointly by

and on behalf of the parties and accordingly if any question arises at any time as to the meaning, intent or interpretation of any provision or provisions of this Agreement, no presumption or burden of proof will arise in favor of or against any party solely as a result of the authorship of any of the provisions of this Agreement.

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ARTICLE II

REGISTRATION RIGHTS

2.1 Registration

(a) Subject to Section 2.1(b) hereof, the Company shall effect the registration of all Registrable Securities acquired by Investor pursuant to the Equity Purchase Agreement within the time period specified in Section 2.3(a) by means of a registration statement on Form F-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (a “Shelf Registration Statement”, and the first such Shelf Registration Statement, the “Initial Registration Statement”) in accordance with the methods and distribution set forth in such Shelf Registration Statement and Rule 415 (the “Initial Registration”). At any time when the Initial Registration Statement is not effective or the Holders holds Registrable Securities that are not covered by the Initial Registration Statement, Investor may submit a written request to the Company, requesting that the Company effect the registration under the Securities Act of (i) Holders’ Registrable Securities with an estimated market value, at the time of Investor’s written request, of at least twenty million U.S. dollars ($20,000,000) in the aggregate (which estimation shall, in the case of Registrable Securities that are not Ordinary Shares or ADSs, be made after giving effect to the exercise, exchange or conversion thereof into Ordinary Shares or ADSs) or (ii) if the Holders do not then hold Registrable Securities with an estimated aggregate market value of twenty million U.S. dollars ($20,000,000), all of Holders’ Registrable Securities that are not then covered by an effective Shelf Registration Statement (or, as applicable, an effective Substitute Registration Statement), and specifying the number of Registrable Securities proposed to be sold by the Holders and intended disposition thereof. Upon receipt of such a written request, the Company thereupon will use its commercially reasonable efforts to effect, within the time period specified in Section 2.3(b), the registration under the Securities Act pursuant to this Section 2.1 of the Registrable Securities which the Company has been so requested to register by Investor (a “Demand Registration”); provided , that in no event shall the Company be required to effect more than six (6) Demand Registrations in total, more than two (2) Demand Registrations in any 12-month period or more than one (1) Demand Registration in any 90-day period, in each case pursuant to this Section 2.1(a). Subject to Section 2.1(b), any Demand Registration shall be effected by means of a Shelf Registration Statement in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415. Subject to Section 2.1(d), the Company may include in the Initial Registration and any Demand Registration other securities for sale for its own account or for the account of any other person who has contractual piggyback registration rights. If the Board, in its good faith judgment, determines that (A) any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or similar material transaction involving the Company, in each case, which is then under consideration by the Company or (B) any registration of Registrable Securities would require the disclosure of material non-public information concerning the Company which would be, in the good faith judgment of the Board, contrary to the best interests of the Company to disclose at the time and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed (a “Valid Business Reason”), the Company may postpone filing a registration statement relating to the Initial Registration or a Demand Registration (but not, in each case, the preparation thereof) until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days during any 12-month period (the “Allowable Grace Period”), provided , however , that in no event shall the Company postpone filing the Initial Registration Statement or a registration statement relating to a Demand Registration pursuant to a Valid Business Reason described in clause (B) above unless the Company also postpones filing a registration statement for itself and all other persons that may have contractual registration rights. The Company shall give written notice of its determination to postpone a registration statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. If the Company gives Investor notice of its determination to postpone a registration statement relating to a Demand Registration, Investor shall have the right, within ten (10) Business Days of receipt thereof, to withdraw its request for a Demand Registration, in which case such request shall not be counted as a Demand Registration. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Article II more than once in any 12-month period.

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(b) In the event that the Company cannot effect the Initial Registration or any Demand Registration by means of a Shelf Registration Statement, the Company shall (i) register the resale of the Holders’ Registrable Securities on another appropriate form reasonably acceptable to Investor (the “Substitute Registration Statement”) and (ii) solely with respect to the Initial Registration, undertake to register Holders’ Registrable Securities on a Shelf Registration Statement as soon as such form is available, provided that the Company shall maintain the effectiveness of the Substitute Registration Statement then in effect until such time as the Shelf Registration Statement covering the Holders’ Registrable Securities has been declared effective by the SEC.

(c) The Initial Registration and each Demand Registration may involve an underwritten offering. If, in connection with the Initial

Registration or any Demand Registration, the Holders intend to distribute any Registrable Securities by means of an underwritten offering, Investor shall so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 2.3. The underwriter(s) in any such distribution shall be selected by Investor and consented to by the Company in writing (such consent not to be unreasonably withheld or delayed).

(d) If the Initial Registration or a Demand Registration relates to an underwritten offering in which securities of the Company or any person

with contractual piggyback registration rights are to be included and the managing underwriter(s) advise the Company and Investor that in their reasonable opinion the dollar amount or number of the Holders’ Registrable Securities requested to be included in such registration, together with (x) the securities, if any, to be included in such registration by the Company and (y) the securities, if any, as to which registration has been requested pursuant to contractual piggyback registration rights held by other security holders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of securities which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the offering price of the securities) (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), the Company will include in such registration or prospectus only such number of securities that, in the reasonable opinion of such managing underwriter(s), can be sold without adversely affecting the marketability of the offering (including an adverse effect on the offering price of the securities), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders, (ii) second, the securities the Company proposes to sell and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

(e) If, at any time that Investor shall have the right to request a Demand Registration pursuant to Section 2.1(a), the Company proposes to

register any of its securities (other than pursuant to a Demand Registration pursuant to Section 2.1(a) and the registration form to be filed may be used for the registration or qualification for distribution of the Holders’ Registrable Securities, the Company will give prompt written notice to Investor of its intention to effect such a registration (but in no event less than fifteen (15) days prior to the anticipated filing date) and will include in such registration all Registrable Securities of the Holders with respect to which the Company has received a written request from Investor for inclusion therein within ten (10) days after the date of the Company’s notice (a “Piggyback Registration”). For the avoidance of doubt, no such Piggyback Registration shall be counted when calculating the maximum number of Demand Registrations provided pursuant to Section 2.1(a). Investor may withdraw any such request, and the Holders’ Registrable Securities from such Piggyback Registration, by giving written notice to the Company and the managing underwriter, if any, on or before the second Business Day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 2.1(e) prior to the effectiveness of such registration, whether or not the Holders have elected to include Registrable Securities in such registration.

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(f) If the registration referred to in Section 2.1(e) is proposed to be underwritten, the Company will so advise Investor as a part of the written notice given by the Company pursuant to Section 2.1(e). In such event, the right of the Holders to registration pursuant to Section 2.1(e) will be conditioned upon the Holders’ participation in such underwriting and the inclusion of the Holders’ Registrable Securities in the underwriting, and Investor will, and will cause the other Holders to, (together with the Company and any other persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company; provided , that in connection with any Piggyback Registration pursuant to the terms of such underwriting agreement or otherwise, the Holders shall not be required to agree to any terms that are any less favorable than that which is required of any other shareholder participating in such underwriting; provided , however , that if Investor disapproves of the terms of the underwriting, the Holders may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

(g) If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriter(s)

advise the Company that in their reasonable opinion the dollar amount or number of securities requested to be included in such registration, taken together with the Holders’ Registrable Securities as to which registration has been requested under Section 2.1(e) and the securities, if any, as to which registration has been requested pursuant to the contractual piggyback registration right of other security holders of the Company, exceeds the Maximum Number of Securities, the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such managing underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the offering price of the securities), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell and (ii) second, Registrable Securities of the Holders and securities of any other security holder exercising contractual piggyback registration rights, pro rata on the basis of the aggregate number of such securities requested to be included by each such person, subject to the terms of this Agreement.

(h) If a Piggyback Registration relates to an underwritten offering on behalf of any security holders of the Company (other than the Holders)

who have exercised demand registration rights (the “Demanding Other Holders”), and the managing underwriter(s) advise the Company that in their reasonable opinion the dollar amount or number of securities requested to be included in such registration, taken together with (x) the securities, if any, to be included in such registration by the Company, (y) the Holders’ Registrable Securities as to which registration has been requested under Section 2.1(e) and (z) the securities, if any, as to which registration has been requested pursuant to the contractual piggyback registration right of other security holders of the Company, exceeds the Maximum Number of Securities, the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such managing underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the offering price of the securities), which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Demanding Other Holders, if any, (ii) second, Registrable Securities of the Holders, and securities of any other security holder exercising contractual piggyback registration rights, pro rata on the basis of the aggregate number of such securities requested to be included by each such person and (iii) third, the securities the Company proposes to sell, subject to the terms of this Agreement.

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2.2 Expenses of Registration All Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by Investor (or, if the Selling Expenses also relate to securities to be sold by the Company or other security holders of the Company, borne by Investor, the Company and the holders of the securities so registered pro rata on the basis of the aggregate offering or sale price of the securities so registered). The Company shall not, however, be required to pay for expenses of any Demand Registration, the request of which has been subsequently withdrawn by Investor unless (i) the withdrawal is based upon material adverse information concerning the Company that the Company had not publicly revealed at least forty-eight (48) hours prior to the request or that the Company had not otherwise notified Investor of at the time of such request, (ii) the withdrawal is pursuant to receipt of the Company’s notice of its determination to postpone a registration statement for a Valid Business Reason pursuant to Section 2.1(a) or (iii) Investor agrees to forfeit its right to one (1) Demand Registration pursuant to Section 2.1(a).

2.3 Obligations of the Company Whenever required to effect the registration of any Registrable Securities of the Holders or facilitate the distribution of Registrable Securities of the Holders, the Company shall, as expeditiously as reasonably practicable and in accordance with any specific timing requirements set forth below:

(a) In connection the Initial Registration and subject to Section 2.1(a) and Section 2.1(b),

(1) use its reasonable best efforts to prepare and file with the SEC the Initial Registration Statement within ninety (90) days of the Closing Date, which Initial Registration Statement shall be an Automatic Shelf Registration Statement, and cause the Initial Registration Statement to remain continuously effective for not less than two (2) years or the date on which the Registrable Securities may be transferred freely by the Holders without complying with the manner of sale requirements, volume limitations or current public information requirements of Rule 144, whichever is earlier, or, if earlier, until the date on which all of the Holders’ Registrable Securities included in such registration statement shall have ceased to be Registrable Securities. The Company shall notify Investor via facsimile or electronic mail of the filing of the Initial Registration Statement with the SEC on or before the second Business Day after the date of filing; or

(2) if the Company is not a WKSI when the Initial Registration Statement is filed, use its reasonable best efforts to prepare and file

with the SEC a Shelf Registration Statement (or, as applicable, a Substitute Registration Statement) within thirty (30) days of the Closing Date, and to cause the Initial Registration Statement (or Substitute Registration Statement) to become effective within ninety (90) days of the Closing Date (including by filing with the SEC a request for acceleration of effectiveness in accordance with Rule 461 within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed,” or not be subject to further review and the effectiveness of such registration statement may be accelerated) and remain continuously effective for not less than two (2) years or the date on which the Registrable Securities may be transferred freely by the Holders without complying with the manner of sale requirements, volume limitations or current public information requirements of Rule 144, whichever is earlier, or, if earlier, until the date on which all of the Holders’ Registrable Securities included in such registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities. The Company shall notify Investor via facsimile or electronic mail of the effectiveness of the Initial Registration Statement (or Substitute Registration Statement) on or before the second Business Day after the date that the Company telephonically confirms effectiveness with the SEC, which date of confirmation shall initially be the date requested for effectiveness of the Initial Registration Statement (or Substitute Registration Statement).

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(b) In connection with each Demand Registration and subject to Section 2.1(a) and Section 2.1(b),

(1) use its reasonable best efforts to prepare and file with the SEC, within forty five (45) days of the request for a Demand Registration, a Shelf Registration Statement, which Shelf Registration Statement shall be an Automatic Shelf Registration Statement, and cause the such Shelf Registration Statement to remain continuously effective for not less than ninety (90) days or, if earlier, until the date on which all of the Holders’ Registrable Securities included in such registration statement shall have ceased to be Registrable Securities. The Company shall notify Investor via facsimile or electronic mail of the filing of the Shelf Registration Statement with the SEC on or before the second Business Day after the date of filing; or

(2) if the Company is not then a WKSI, use its reasonable best efforts to prepare and file with the SEC, within thirty (30) days of the

request for a Demand Registration, a Shelf Registration Statement (or, as applicable a Substitute Registration Statement), and to cause such Shelf Registration Statement (or Substitute Registration Statement) to become effective within ninety (90) days of the request for a Demand Registration (including by filing with the SEC a request for acceleration of effectiveness in accordance with Rule 461 within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed,” or not be subject to further review and the effectiveness of such registration statement may be accelerated) and remain continuously effective for not less than ninety (90) days, or, if earlier, until the date on which all of the Holders’ Registrable Securities included in such Shelf Registration Statement (or Substitute Registration Statement) shall have been sold or shall have otherwise ceased to be Registrable Securities. The Company shall notify Investor via facsimile or electronic mail of the effectiveness of the Shelf Registration Statement (or Substitute Registration Statement) on or before the second Business Day after the date that the Company telephonically confirms effectiveness with the SEC, which date of confirmation shall initially be the date requested for effectiveness of the Shelf Registration Statement (or Substitute Registration Statement).

(c) In connection each Piggyback Registration, prepare and file with the SEC a registration statement on any form for which the Company

then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the registration of the Holders; Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become effective without unreasonable delay and remain effective for not less than ninety (90) days or, if earlier, until the date on which all of the Holders’ Registrable Securities included in such registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities. If the registration statement is not an Automatic Registration Statement, the Company shall promptly notify Investor via facsimile or electronic mail of the effectiveness of the registration statement on or before the second Business Day after the date that the Company telephonically confirms effectiveness with the SEC

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(d) Prepare and file with the SEC a prospectus or prospectus supplement with respect to a proposed offering of Registrable Securities pursuant to an effective registration statement.

(e) Prepare and file with the SEC such amendments and supplements to the applicable registration statement and the prospectus or

prospectus supplement used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(f) Advise the underwriter or underwriters, if any, and Investor of any proposal to file any registration statement or prospectus or

amendments or supplements thereto or to issue any Issuer Free Writing Prospectus relating to the Registrable Securities and provide Investor and the underwriter or underwriters, if any, with a reasonable opportunity to comment on any such proposed amendment or supplement or such Issuer Free Writing Prospectus; and will also advise the Investor and the underwriter or underwriters promptly of the filing of any such amendment or supplement or such Issuer Free Writing Prospectus; provided , however, that nothing in this paragraph shall apply to any report to be filed or furnished to the SEC under the periodic reporting requirements of the Exchange Act except those periodic reports furnished to the Commission and incorporated by reference into a prospectus relating to the Registrable Securities. The Company shall also furnish to Investor and any underwriters, upon written request of Investor and underwriters, as applicable, such number of copies, without charge, of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned or to be distributed by them.

(g) Use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue

sky laws of such U.S. jurisdictions as shall be reasonably requested by Investor or any managing underwriter(s), to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Holders; provided , that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(h) Notify Investor at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of

any event as a result of which the applicable registration statement or prospectus, as then in effect, contains an untrue statement of a material fact or omits to state a material fact (i) in the case of such registration statement, required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of such prospectus, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(i) Give written notice to Investor:

(1) when any registration statement filed pursuant to Section 2.1 or any amendment thereto has been filed with the SEC and, if the

registration statement is not an Automatic Registration Statement, when such registration statement or any post-effective amendment thereto has become effective;

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(2) of any request by the SEC for amendments or supplements to any registration statement or the prospectus included therein or for

additional information;

(3) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose;

(4) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the

securities subject of the registration for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(5) of the happening of any event that requires the Company to make changes in any effective registration statement or the prospectus related to the registration statement in order to correct any untrue statement of a material fact or any omission of any material fact (i) in the case of such registration statement, required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of such prospectus, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (which notice, in each case, shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made).

(j) Use commercially reasonable efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any

registration statement referred to in Section 2.1(i)(3) at the earliest practicable time.

(k) Cooperate with Investor to facilitate the timely delivery of Registrable Securities to be sold, which shall not bear any restrictive legends, and to enable such Registrable Securities to be issued in such denominations and registered in such names as Investor may reasonably request at least two (2) Business Days prior to the closing of any sale of Registrable Securities.

(l) Upon the occurrence of any event contemplated by Section 2.1(h) or 2.1(i)(5), promptly prepare a post-effective amendment to such

registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to Investor and any underwriters, the registration statement and prospectus will not contain an untrue statement of a material fact or omit to state a material fact (i) in the case of such registration statement, required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of such prospectus, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(m) provide and cause to be maintained a transfer agent and registrar in any jurisdiction reasonably requested by Investors for all Registrable

Securities covered by the applicable registration statement from and after a date not later than the effective date of such registration statement.

(n) If applicable, use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of the Holders’ Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by Investor or any managing underwriter(s).

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(o) Enter into customary agreements, including an underwriting agreement in customary form, scope and substance and take all such other

actions reasonably requested by the managing underwriter(s), if any, to expedite or facilitate the underwritten disposition of such Registrable Securities, and in connection therewith in any underwritten offering (including making members of management and executives of the Company reasonably available to participate in reasonable “road show”, similar sales events and other marketing activities), (i) make such representations and warranties to Investor and the managing underwriter(s), if any, with respect to the business of the Company and its subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in customary form, substance and scope, and, if true, confirm the same if and when requested, (ii) use commercially reasonable efforts to furnish underwriters opinions of counsel to the Company, addressed to the managing underwriter(s), if any, covering the matters customarily covered in such opinions requested in underwritten offerings, (iii) use commercially reasonable efforts to obtain “comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any business acquired by the Company for which financial statements and financial data are included in the registration statement) who have certified the financial statements included in such registration statement, addressed to each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters, (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures customary in underwritten offerings, (v) deliver such documents and certificates as may be reasonably requested by Investor, its counsel and the managing underwriter(s), if any, to evidence the continued validity of the representations and warranties made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company, (vi) agree to a customary “clear markets” or “lock-up” provision (with customary exceptions) and (vii) agree to pay the costs and expenses of any underwriters pursuant to customary underwriter expense reimbursement provisions (excluding, for the avoidance of doubt, any Selling Expenses).

(p) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, make available for

inspection by Investor, the managing underwriter(s), if any, and any attorneys or accountants retained by Investor or managing underwriter(s), at the offices where normally kept, during reasonable business hours, financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors and employees of the Company to supply all information in each case reasonably requested by any such representative, managing underwriter(s), attorney or accountant in connection with such registration statement.

(q) Cause all of the Holders’ Registrable Securities to be listed on each securities exchange on which Registrable Securities are then listed

or, if no Registrable Securities are then listed on any securities exchange, use its reasonable best efforts to cause all of the Holders; Registrable Securities that are ADSs to be listed on the NASDAQ Stock Market LLC (“NASDAQ”); provided that the applicable listing requirements are satisfied.

(r) If not already obtained, obtain a CUSIP or ISIN number, as appropriate, for all of the Holders’ Registrable Securities that have been

registered under the Securities Act pursuant to Section 2.1.

(s) Make generally available to its security holders no later than fifteen (15) months after the effective date of the registration statement, an “earning statement” satisfying the provisions of Section 11(a) of the Securities Act and Rule 158.

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(t) use commercially reasonable efforts to maintain the effectiveness of a registration statement on Form F-6 that will allow the Holders to deposit all or any portion of their Ordinary Shares in exchange for ADSs.

(u) promptly after the issuance of an earnings release or upon the request of Investor, prepare a current report on Form 6-K with respect to

such earnings release or a matter of disclosure as requested by such holder and submit such Form 6-K to the SEC.

2.4 Suspension of Sales Upon receipt of written notice from the Company pursuant to Section 2.3(i)(5) that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits to state a material fact (i) in the case of such registration statement, required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of such prospectus or prospectus supplement, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or, in each case, that circumstances exist that make inadvisable the use of such registration statement, prospectus or prospectus supplement, Investor shall, and shall cause the other Holders to, forthwith discontinue disposition of Registrable Securities until Investor has received copies of a supplemented or amended prospectus or prospectus supplement, or until Investor is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Investor shall use its reasonable best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Investor’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice.

2.5 Termination of Registration Rights Investor’s registration rights as to any securities held by the Holders shall not be available unless such securities are Registrable Securities.

2.6 Furnishing Information

(a) To the extent any free writing prospectus is used, the Company shall file with the SEC any free writing prospectus that is required to be filed by the Company with the SEC in accordance with the Securities Act and retain any free writing prospectus not required to be filed.

(b) The Holders and the underwriters, if any, shall furnish to the Company such information regarding themselves, the Registrable Securities

held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

2.7 Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) at any time (other than during an Allowable Grace Period) the Company fails to file any registration statement required pursuant to Section 2.1(a) in the time periods specified in either Section 2.3(a) or Section 2.3(b), as applicable (a “Filing Failure” ) or (ii) sales of all of the Holders; Registrable Securities required to be registered in accordance with Section 2.1(a) cannot be made (other than during an Allowable Grace Period) during the time periods specified in Section 2.3(a) or Section 2.3(b), as applicable, including, without limitation, because of a failure to keep a required registration statement effective, to disclose such information as is necessary for sales to be made pursuant to such registration statement or to register a sufficient number of Registrable Securities) (an “Effectiveness Failure”), or (iii) the ADSs are not listed or included for quotation on NASDAQ or any other U.S. securities exchange in accordance with Section 2.3(q) (a “Listing Failure”), then, as partial relief for the damages to Investor by reason of any such delay in or reduction of the ability of the Holders to sell their Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity) the Company shall pay to Investor an amount in cash equal to one and one-half percent (1.5%) of the Aggregate Issue

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Price of the Holders’ Registrable Securities included in the applicable registration statement on each of the following dates: every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) following the occurrence of a Filing Failure, Effectiveness Failure or Listing Failure, as applicable, until such Filing Failure, Effectiveness Failure or Listing Failure is cured; provided that the aggregate amount to be paid in respect of any single Filing Failure, Effectiveness Failure or Listing Failure shall not exceed six percent (6.0%) of the aggregate Issue Price of the Holders’ Registrable Securities included in the applicable registration statement, plus interest (as applicable). The payments to which a holder shall be entitled pursuant to this Section 2.7 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Registration Delay Payments are incurred and (ii) the fifth (5th) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

2.8 Indemnification

(a) The Company agrees to indemnify each Holder and each person, if any, that controls such Holder within the meaning of the Securities Act, and their respective officers, directors, general or limited partners, members, employees, agents, representatives and Affiliates, and each person who participates as an underwriter in an underwritten offering of Registrable Securities and each person that controls such underwriter (each, an “Investor Indemnitee”), against any and all losses, claims, damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of attorneys and other professionals incurred in connection with investigating, defending, settling, compromising or paying any such losses, claims, damages, actions, liabilities, costs and expenses), joint or several, arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, including any preliminary prospectus, final prospectus or issuer free writing prospectus contained therein or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus prepared by the Company or authorized by the Company in writing for use by Investor (or any amendment or supplement thereto), or any omission to state therein a material fact (A) in the case of such registration statement, required to be stated therein or necessary to make the statements therein not misleading or (B) in the case of such prospectus, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , in each case, that the Company shall not be liable to such Investor Indemnitee in any such case to the extent that any such loss, claim, damage, action, liability, cost and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals incurred in connection with investigating, defending, settling, compromising or paying any such losses, claims, damages, actions, liabilities, costs and expenses) results from an untrue statement or omission made in such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of Investor in accordance with Section 2.6(b) expressly for use in connection with such registration statement, including any such preliminary prospectus, final prospectus or issuer free writing prospectus contained therein or any such amendments or supplements thereto (the “Investor Information”).

(b) Investor agrees to indemnify the Company, each person, if any, that controls the Company within the meaning of the Securities Act, and

their respective officers, directors, general or limited partners, members, employees, agents, representatives and Affiliates, and each person who participates as an underwriter in an underwritten offering of Registrable Securities and each person that controls such underwriter (each, a “Company Indemnitee”), against any and all losses, claims, damages,

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actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of attorneys and other professionals incurred in connection with investigating, defending, settling, compromising or paying any such losses, claims, damages, actions, liabilities, costs and expenses), joint or several, arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, including any preliminary prospectus, final prospectus or free writing prospectus contained therein or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus prepared by the Company or authorized by it in writing for use by Investor (or any amendment or supplement thereto), or any omission to state therein a material fact (A) in the case of such registration statement, required to be stated therein or necessary to make the statements therein not misleading or (B) in the case of such prospectus, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, that the statement or omission was made in reliance upon and in conformity with the Investor Information and such Investor Information was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage, liability or expense. The Company shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. Investor shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Company.

(c) Promptly after receipt by any person of any notice of any loss, claim, damage, action, liability, costs or expenses in respect of which

indemnity may be sought pursuant to Section 2.8(a) or Section 2.8(b), such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, damage, action, liability, costs or expenses; provided , however , that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided , however , that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one (1) such separate counsel and one (1) local counsel in each relevant jurisdiction) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement does not include any admission of wrongdoing and includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

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(d) If for any reason the indemnification provided for in Section 2.8(a) or Section 2.8(b) is unavailable to the Indemnified Party with respect

to any losses, claims, damages, actions, liabilities, costs or expenses contemplated by Section 2.8(a) and Section 2.8(b) or is insufficient to hold the Indemnified Party harmless as contemplated by Section 2.8(a) or Section 2.8(b), as the case may be, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as result of such losses, claims, damages, action, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations. The relative fault of the Indemnified Party, on the one hand, and of the Indemnifying Party, on the other hand, shall be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by Investor Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and Investor agrees that it would not be just and equitable if contribution pursuant to this Section 2.8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.8(d). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) Notwithstanding any provisions of this Article II to the contrary, Investor’s indemnification and contribution obligations hereunder shall

be several and not joint. In no event shall the liability of Investor under this Section 2.8 be greater in amount than the dollar amount of the net proceeds received by the Holders under the sale of the Registrable Securities giving rise to the indemnification or contribution obligation.

(f) The rights and obligations of the Company and Investor under this Section 2.8 shall survive the termination of this Agreement.

2.9 Rule 144 The Company covenants that it will timely file all reports required to be filed by it under the Securities Act and the Exchange Act and the

rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of Investor in connection with the Holders’ sale of Registrable Securities pursuant to Rule 144, make publicly available such information as necessary to permit such sale pursuant to Rule 144), and it will take such further action as Investor may reasonably request, all to the extent required from time to time to enable Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of Investor in connection with the Holders’ sale of Registrable Securities pursuant to Rule 144, the Company will deliver to Investor a written statement as to whether it has complied with such information requirements, and, if not, the specifics thereof.

2.10 Rule 10b5-1 Program In the event that the Holders intend to enter into any Rule 10b5-1 program relating to the disposition of any securities of the Company owned by the Holders, the Company agrees that it will, to the extent requested by the broker administering the plan, promptly provide any customary acknowledgement of such plan in a form and substance reasonably acceptable to Investor and otherwise facilitate take whatever steps necessary to facilitate the operation of the Rule 10b5-1 program.

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ARTICLE III

MISCELLANEOUS

3.1 Expenses Except as set forth in Section 2.2, each party will bear its own costs and expenses incurred in connection with the preparation, negotiation, entry into and implementation of this Agreement.

3.2 Rights and Obligations of Parties The obligations of the Company to Investor and of Investor to the Company are owed to them as separate and independent obligations of each such party and each party will have the right to protect and enforce its rights under this Agreement without joining any other party in any proceedings.

3.3 Notices

(a) Any notice or other communication to be given or served under this Agreement will be in writing, addressed to the relevant party and expressed to be a notice or communication under this Agreement and, without prejudice to the validity of another method of service (subject to Section 3.3(c)), may be delivered or sent by pre-paid registered post or facsimile addressed as follows:

(1) to the Company:

Postbus 2048, 2301CA Leiden, the Netherlands marked for the attention of mr. René Beukema email: [email protected] Fax: +31 (0) 71 519 9801

with a copy to

Allen & Overy LLP, Postbus 75440, 1070 AK Amsterdam, the Netherlands marked for the attention of mr. Johan Kleyn email: [email protected] fax:: +31 (0) 20 674 1034

(2) to Investor:

JHC Nederland B.V. Dr Paul Janssenweg 150 5026 RH Tilburg Netherlands marked for the attention of: Herman E.A. Van Hoof Fax: +31 (0) 13 583 7141

with a copy to

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Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Marked for the attention of: Tom Heyman, Managing Director JPH NV, Global Head Business Development Fax: 732-846-2058

and

Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Marked for the attention of: Office of General Counsel Fax: 732-524-2788

with a copy to (which shall not constitute notice):

Ropes & Gray LLP One International Place Boston, MA 02110 Tel.: 617-951-7000 Fax: 617-951-7050 Attention: Steven A. Wilcox

.

or to such other address or facsimile number as the addressee may have previously substituted by notice.

(b) A notice or other communication will be deemed to have been duly served or given:

(1) in the case of delivery, at the time of delivery;

(2) in the case of posting, 48 hours after posting (and proof that the envelope containing the notice or communication was properly addressed, prepaid, registered and posted will be sufficient evidence that the notice or other communication has been duly served or given); or

(3) in the case of facsimile, upon receipt by the addressee of the complete text in legible form,

but if a notice is given or served at business premises other than between 9:00 am and 5:00 pm on a Business Day, it will be deemed to be given or served between those hours on the next following Business Day.

(c) A party giving or serving a notice or other communication under this Agreement by facsimile will also give or serve a copy by post but

without prejudice to the validity and effectiveness of the service by facsimile.

(d) All notices or other communications will be in the English language.

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3.4 Announcements

(a) No party will make or issue any announcement or communication to shareholders, employees (other than as may be reasonably necessary for such party to exercise its rights or comply with its obligations hereunder), customers or suppliers or to securities markets or other authorities or to the media or otherwise, regarding the subject matter of this Agreement or any term or provision of this Agreement without the prior written approval of the other party.

(b) Section 3.4(a) will not apply if, and to the extent that, such announcement or communication is required by any law applicable to the

party making or issuing the announcement or communication by any securities exchange on which the securities of such party are listed or traded, by any regulatory or governmental authority or court having jurisdiction over the party making or issuing the announcement or communication, whether or not the requirement has the force of law, provided that any such announcement or communication may only be made after prior notification to the other party to this Agreement.

(c) If any party proposes to make or issue an announcement or communication pursuant to this Section 3.4, it will provide copies of that

proposed announcement or communication to the other party to this Agreement before the announcement or communication is made or issued unless this would be in breach of any law or regulation in which case a copy of the announcement or communication will be so provided to each party as soon as reasonably practicable or in accordance with law or regulation.

3.5 Whole Agreement

(a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes

any previous agreements relating to the subject matter of this Agreement.

(b) The parties acknowledge that they have equal bargaining power and that the terms of this Agreement are based, amongst other things, on the terms of this Section and, having taken independent advice, each of such terms is reasonable.

(c) Save as expressly set out in this Agreement with respect to the subject matter of this Agreement, no party will owe any duty of care to

any other party with respect to the subject matter of this Agreement.

(d) Nothing in this Agreement will be read or construed as excluding any liability or remedy in respect of fraud or fraudulent or willful misrepresentation.

3.6 Amendment; Waiver

No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by an officer or

a duly authorized representative of such party. The conditions to each party’s obligation to consummate the transactions are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law. No waiver of any party to this Agreement, as the case may be, will be effective unless it is in a writing signed by a duly authorized officer or representative of the waiving party that makes express reference to the provision or provisions subject to such waiver.

3.7 Counterparts and Facsimile

For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute one and the same agreement. Executed signature pages to this Agreement may be delivered by facsimile or other electronic means and such electronic signature pages will be deemed as sufficient as if physical signature pages had been delivered.

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3.8 Governing Law; Jurisdiction

(a) This Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction..

3.9 WAIVER OF JURY TRIAL EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY

JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3.10 Assignment No party may assign or transfer all or part of its rights or obligations under this Agreement, except that Investor and its Affiliates may assign or transfer all or part of their respective rights and obligations under this Agreement to any Holder without the consent of the Company. This Agreement shall be binding on and shall inure to the benefit of the parties and their respective successors in interest and assigns.

3.11 Severability All of the terms and provisions of this Agreement are distinct and severable and if any term or provision is held or declared to be unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it will, to that extent only, be deemed not to form part of this Agreement and the enforceability, legality and validity of the remainder of this Agreement will not in any event be affected. The parties will then use all reasonable endeavors to agree to replace the unenforceable, illegal or void term or provision with a term or provision which is legal and enforceable and which has an effect that is as near as possible to the intended effect of the term or provision to be replaced.

3.12 Third Party Beneficiaries Each Holder (other than Investor) shall be a third party beneficiary to this Agreement and shall be entitled to the benefits, rights and remedies granted to the Holders in this Agreement. Except as set forth in the preceding sentence and except as and to the extent set forth in Section 2.8, nothing contained in this Agreement, expressed or implied, is intended to confer upon any person other than the parties hereto or their permitted assignees, any benefit, right or remedies.

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3.13 Remedies The parties agree that the Investor protections set forth in Section 2.7 are reasonable protections to the immediate, proper and legitimate

interests of Investor. The parties further agree (i) that any breach of this Agreement by a party or any of its Affiliates would cause substantial and irreparable injury to the other party and that money damages would not be a sufficient remedy for an actual or threatened breach of this Agreement because of the difficulty of ascertaining the amount of damage that would be suffered by such other party in the event that this Agreement is breached, (ii) that, in addition to all other remedies available at law or equity, such other party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threatened breach, without proof of actual damages, and (iii) to waive any requirement for the securing or posting of any bond in connection with such remedy.

3.14 Remedies Cumulative The provisions of this Agreement and the rights and remedies of the parties are independent, cumulative and are without prejudice and in addition to any other rights or remedies which a party may have whether arising under common law, statute, custom or otherwise. No failure or delay by any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, and the exercise by a party of any one right or remedy under this Agreement or at law or in equity will not (unless expressly provided in this Agreement or at law or in equity) operate so as to hinder or prevent the exercise by that party of any other right or remedy.

( Remainder of Page Intentionally Left Blank )

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IN WITNESS WHEREOF , this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written. CRUCELL N.V.

JHC NEDERLAND B.V.

JHC NEDERLAND B.V.

Signature Page to Registration Rights Agreement

By: /s/ René K. Beukema Name: René K. Beukema Title: General Counsel and Corporate Secretary

By: /s/ Herman Van Hoof Name: Herman Van Hoof Title: Director

By: /s/ Bart van Zijll Langhout Name: Bart van Zijll Langhout Title: Director

Page 118: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Exhibit 4

PRESS RELEASE

Johnson & Johnson and Crucell in advanced negotiati ons for an all cash public offer of €24.75 per ordinary share of Crucell New Brunswick, N.J., and Leiden, the Netherlands, 1 7 September 2010 – Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) today announced that they are in advanced negotiations for a potential public offer by Johnson & Johnson or an affiliate for all outstanding ordinary shares of Crucell not already held by Johnson & Johnson and its affiliates. Johnson & Johnson, through an affiliate, currently holds approximately 17.9 percent of the outstanding shares of Crucell and has submitted a statement on Schedule 13D to the U.S. Securities and Exchange Commission in connection with its change in investment intent with respect to Crucell. Under the terms of the negotiations, which are at an advanced stage, Johnson & Johnson or an affiliate would acquire all outstanding equity of Crucell that it does not already own for approximately €1.75 billion, which represents a purchase price of €24.75 per share. The public offer would be an all cash transaction. This potential transaction would enable Crucell to benefit from Johnson & Johnson’s expertise and experience in the development and commercialization of pharmaceutical products. The companies expect that Crucell’s strength in the manufacture, discovery and commercialization of vaccines would create a strong platform for Johnson & Johnson in the vaccine market. After closing of the potential transaction Johnson & Johnson expects to maintain Crucell’s existing facilities, to retain Crucell’s senior management and, generally, to maintain current employment levels. Johnson & Johnson also intends to keep Crucell as the center for vaccines within the Johnson & Johnson pharmaceutical group, and to maintain Crucell’s headquarters in Leiden. Both companies expect that Crucell, as Johnson & Johnson’s vaccine center, would retain its entrepreneurial culture that has fostered innovation and growth. Johnson & Johnson intends to continue to invest in the continued development of Crucell’s products and pipeline and support Crucell’s mission to increase the number of people around the globe protected from infectious diseases. In accordance with customary Dutch practice, and to adequately protect the interest of any minority shareholders, Johnson & Johnson expects to retain two independent supervisory directors after closing for such time as is necessary for Johnson & Johnson to acquire all of the outstanding equity of Crucell. While the parties are still in negotiations with respect to the terms of a definitive agreement for the potential transaction, any proposed transaction would be subject to customary pre-offer conditions, including consultation with the relevant works council and trade unions, and customary offer conditions. The Board of Directors of Johnson & Johnson and the Supervisory Board of Crucell have authorized the companies to proceed with these negotiations for a potential transaction. Although Johnson & Johnson’s due diligence is substantially complete, the transaction remains subject to negotiation of terms of a definitive agreement and receipt of internal approvals of Johnson & Johnson management and the Management and Supervisory Boards of Crucell. There can be no assurances that a definitive agreement will be entered into and that discussions will result in a transaction. In addition, the terms of any potential transaction may be different from what is described in this press release.

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Page 119: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

About Crucell Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) is a global biopharmaceutical company focused on research development, production and marketing of vaccines, proteins and antibodies that prevent and/or treat infectious diseases. In 2009 alone, Crucell distributed more than 115 million vaccine doses in more than 100 countries around the world, with the vast majority of doses (97%) going to developing countries. Crucell is one of the major suppliers of vaccines to UNICEF and the developing world. Crucell was the first manufacturer to launch a fully-liquid pentavalent vaccine. Called Quinvaxem ® , this innovative combination vaccine protects against five important childhood diseases. Over 130 million doses have been sold since its launch in 2006 in more than 50 GAVI countries. With this innovation, Crucell has become a major partner in protecting children in developing countries. Other products in Crucell’s core portfolio include a vaccine against hepatitis B and a virosome-adjuvanted vaccine against influenza. Crucell also markets travel vaccines, such as an oral anti-typhoid vaccine, an oral cholera vaccine and the only aluminum-free hepatitis A vaccine on the market. The Company has a broad development pipeline, with several product candidates based on its unique PER.C6 ®

production technology. The Company licenses its PER.C6 ® technology and other technologies to the biopharmaceutical industry. Important partners and licensees include Johnson & Johnson, DSM Biologics, sanofi-aventis, Novartis, Wyeth, GSK, CSL and Merck & Co. Crucell is headquartered in Leiden, the Netherlands, with offices in China, Indonesia, Italy, Korea, Malaysia, Spain, Sweden, Switzerland, UK, the USA and Vietnam. The Company employs over 1300 people. For more information, please visit www.crucell.com . About Johnson & Johnson Caring for the world, one person at a time….inspires and unites the people of Johnson & Johnson. We embrace research and science – bringing innovative ideas, products and services to advance the health and well-being of people. Our approximately 114,000 employees at more than 250 Johnson & Johnson companies work with partners in health care to touch the lives of over a billion people every day throughout the world. This press release is issued pursuant to the provisions of article 5:25i paragraph 2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and article 4 paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft). This document shall not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Page 120: JOHNSON & JOHNSON - shareholder · Johnson, One Johnson & Johnson Plaza, New Brunswick , New Jersey 08933.

Forward-looking statements (This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Johnson & Johnson’s and Crucell’s expectations and projections. Risks and uncertainties include the ability of the parties to reach a mutually acceptable definitive agreement and, if that occurs, whether the conditions would then be satisfied; general industry conditions and competition; general domestic and international economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign health care reforms and governmental laws and regulations affecting domestic and foreign operations; and trends toward health care cost containment. In addition, if and when the transaction is consummated, there will be risks and uncertainties related to Johnson & Johnson’s ability to successfully integrate the products and employees of Johnson & Johnson and Crucell as well as the ability to ensure continued performance or market growth of Crucell’s products. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Johnson & Johnson and Crucell can be found in Exhibit 99 of Johnson & Johnson’s Annual Report on Form 10-K for the fiscal year ended January 3, 2010, and Crucell’s Annual Report/ Form 20-F for the fiscal year ended December 31, 2009, as filed with the U.S. Securities and Exchange Commission on April 7, 2010, as well as other subsequent filings. Crucell prepares its financial statements under International Financial Reporting Standards (IFRS). Copies of these filings are available online at www.sec.gov, www.jnj.com, www.crucell.com, or on request from Johnson & Johnson or Crucell. Neither Johnson & Johnson nor Crucell undertakes to update any forward-looking statements as a result of new information or future events or developments.) For further information please contact:

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Crucell N.V. - Media & Investors Oya Yavuz Vice President Corporate Communications & Investor Relations Tel. +31 (0)71 519 7064 [email protected] www.crucell.com

Johnson & Johnson – Media Karen Manson Mob. + 32 479 89 47 99

Bill Price Tel. +1 (732) 524 6623 Mob. +1 (732) 668 3735

Johnson & Johnson – Investors Louise Mehrotra Tel. +1 (732) 524 6491

Stan Panasewicz Tel. +1 (732) 524 2524


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