From the prospectus of the Crucell/J&J collaboration agreement:

Standstill Agreement
"For a period of three years from the Issue Date, the Investor and its affiliates may not, without our prior
approval, purchase or acquire any Shares or securities convertible into, or exercisable or exchangeable
for, or otherwise giving the holder thereof any rights in respect of, Shares (including Shares represented
by ADSs) or commence a public offer for our Shares, if, in either case, the consummation of such
purchase or acquisition or public offer would result in the Investor 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 Shares (including Shares represented
by ADSs). Customary exceptions apply to the standstill."

Translation: While J&J is barred from initiating a tender offer (hostile bid) to buy-out all of CRXL for a period of 3 years, J&J is allowed to buy-out all of CRXL at any time upon approval of CRXL mgt/bod in a friendly merger.


Lock-Up Agreement
For a period of three months following the Issue Date, the Investor shall not be permitted to, directly
or indirectly, dispose of all or part of the New Shares (or ADSs acquired in exchange for New Shares).
Customary exceptions apply to the lock-up.
The lock-up period will terminate immediately in the event that a third party publicly announces a
public offer or acquires 18% or more of the Shares (including Shares represented by ADSs), in each
case, without the consent or recommendation of the Management Board or Supervisory Board, the
Company intends to enter into or announces publicly that it is considering a transaction involving the
acquisition by a third party of more than 30% of our shares or assets, or the Collaboration Agreements
are terminated (other than as a result of a material breach by Investor).

Translation: CRXL mgt/bod agree to terminate the lock-up agreement, allowing J&J to sell or transfer their 18% equity upon a third party offer (friendly or hostile) within the 3 month lock-up period.


Drag Along Right Agreement
If we receive a bona fide public offer from a third party and (i) our Management Board and Supervisory
Board have endorsed, approved, recommended or otherwise supported such public offer, (ii) the holders
of at least 70% of the issued and outstanding Shares (including Shares represented by ADSs) (including
those held by Investor and/or its Affiliates) have tendered their shares to the third party in connection
with such public offer and (iii) the Investor and/or any of its Affiliates do not have a bona fide matching
(x) counter public offer to our Shareholders or (y) other proposal to us involving the acquisition by a
third party of more than 30% of our shares or assets pending, the Investor and its affiliates shall agree
to tender and sell all their Shares in such public offer.

Translation: If CRXL receives a tender offer from a third party to buy-out CRXL with approval of 70% of CRXL shareholders, J&J agrees to either: a)make a counter-offer higher than that of the third party, or b) sell their 18% stake to the third party at the tender offer price.


Conclusion: Given that J&J bought their 18% stake in Crucell for approximately $USD 30.50 per share on September 28, 2009 - any tender offer, either hostile or friendly, by J&J or 3rd party - should be at a baseline of $30 per share.
I would not want to be short CRXL this coming Tuesday morning.