SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 7)

CRUCELL N.V.

(Name of Subject Company (Issuer))

JJC ACQUISITION COMPANY B.V.

(Offeror)

A Wholly-Owned Subsidiary of

CILAG HOLDING AG

(Offeror)

A Wholly-Owned Subsidiary of

JOHNSON & JOHNSON

(Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

ORDINARY SHARES, €0.24 NOMINAL VALUE,

and AMERICAN DEPOSITARY SHARES,

EACH OF WHICH REPRESENTS ONE ORDINARY SHARE

(Title of Class of Securities)

N23473106 (Ordinary Shares)

228769105 (American Depositary Shares)

(CUSIP Number of Class of Securities)

Eric Jung, Esq.

Johnson & Johnson

One Johnson & Johnson Plaza

New Brunswick, NJ 08933

(732) 524-6400

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Robert I. Townsend, III, Esq.

Damien R. Zoubek, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019-7475

(212) 474-1000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$2,380,424,487.98	$276,367.28

(1)

Estimated for purposes of calculating the amount of the filing fee only. This amount is based on the value of the total number of Crucell N.V. ordinary shares, nominal value €0.24 per share, and Crucell N.V. American depositary shares, each of which represents one Crucell N.V. ordinary share, to be acquired by JJC Acquisition Company B.V. upon consummation of the offer if all such Crucell N.V. ordinary shares and American depositary shares are acquired in the offer and based on the offer price of €24.75 and the noon buying rate in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York on January 21, 2011, which was $1.3581 per €1.00.

(2)

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2011, issued December 22, 2010, by multiplying the transaction value by .00011610.

R Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $176,684.64 Filing Party: JJC Acquisition Company B.V./ Johnson & Johnson

Form of Registration No.: Schedule TO Date Filed: November 12, 2010

Amount Previously Paid: $99,682.64 Filing Party: JJC Acquisition Company B.V./

Cilag Holding AG/

Johnson & Johnson

Form of Registration No.: Schedule TO Date Filed: January 28, 2011

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

R Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

R        Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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Explanatory Note

This Amendment No. 7 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 12, 2010 (together with any amendments and supplements hereto, this “Schedule TO”) and is filed by (i) JJC Acquisition Company B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “Offeror”) and a wholly-owned direct subsidiary of Cilag Holding AG, a Swiss corporation and an indirect wholly-owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), (ii) Cilag Holding AG and (iii) Parent. This Schedule TO relates to the third party tender offer by the Offeror to purchase all of the issued and outstanding ordinary shares, nominal value €0.24 per share (the “Ordinary Shares”), of Crucell N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), and all of the outstanding American depositary shares of the Company (“ADSs”), each of which represents one Ordinary Share, upon the terms and subject to the conditions and restrictions set forth in the offer document dated December 8, 2010 (the “Offer Document”) and in the related ADS Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(E), respectively. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer Document.

Items 1 through 9 and 11.

Items 1 through 9 and 11 are hereby amended and supplemented as follows:

The Acceptance Period ended at 17:45 hours Dutch time (11:45 a.m. New York time) on February 16, 2011, in accordance with the terms of the Offer Document and article 15 of the Decree.

On February 17, 2011, Parent issued a joint press release with the Company announcing that the minimum acceptance condition of the Offer has been satisfied.

The Settlement Agents have advised Parent that, as of the expiration of the Acceptance Period, 84,520,377 Ordinary Shares have been tendered for acceptance pursuant to the Offer and not withdrawn prior to the Acceptance Closing Time (of which 12,774,957 are represented by ADSs), representing, when taken together with Shares held by the Johnson & Johnson Group at such time and the Shares underlying Options to be acquired by the Offeror as set out in Section 7.11 of the Offer Document, approximately 95.24% of the issued share capital of the Company held by others than the Company and its Affiliates at the Acceptance Closing Date, on a fully diluted basis.  The U.S. Settlement Agent has advised Parent that 174,595 of the ADSs tendered remain subject to the guaranteed delivery procedures described in Section 6.3.3 of the Offer Document.

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On the Announcement Date, which shall be no later than Tuesday, February 22, 2011, the Offeror will announce, in accordance with the Offer Document and with article 16, paragraph 1 of the Decree, whether the Offer (i) is declared unconditional, (ii) is extended in accordance with article 15 of the Decree or (iii) is terminated as a result of the Offer Conditions not having been fulfilled or waived by the Offeror and/or the Company.

The joint press release issued by Parent and the Company on February 17, 2011 announcing that the minimum acceptance condition of the Offer has been satisfied is filed as Exhibit (a)(5)(L) hereto and is incorporated herein by reference.

Item 12.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

(a)(5)(L)     Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 17, 2011.

4

SIGNATURE

After due 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.

February 17, 2011

JJC ACQUISITION COMPANY B.V.
By:	/s/ Henno Meijerink
Name: Henno Meijerink
Title:   Director

CILAG HOLDING AG
By:	/s/ Heinz Schmid
Name: Heinz Schmid
Title:   Director

By:	/s/ Pascal Hoorn
Name: Pascal Hoorn
Title:   Director

JOHNSON & JOHNSON
By:	/s/ Douglas Chia
Name: Douglas Chia
Title:   Secretary

Signature Page to Schedule TO

5

Exhibit Index

Exhibit	Exhibit Name
(a)(1)(A)*	Offer Document, dated December 8, 2010.
(a)(1)(B)*	Form of Tender and Proxy Form and Deed of Transfer of Crucell N.V. Registered Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(C)*	Form of Memorandum to Global Custodians and Back Offices of Institutional Holders of Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(D)*	Form of Cover Letter to Retail Holders of Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(E)*	Form of ADS Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (for use with respect to ADSs).
(a)(1)(F)*	Form of Notice of Guaranteed Delivery (for use with respect to ADSs).
(a)(1)(G)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (for use with respect to ADSs).
(a)(1)(H)*	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (for use with respect to ADSs).
(a)(5)(A)*	Form of summary newspaper advertisement, dated December 8, 2010.
(a)(5)(B)*	Joint Press Release issued by Johnson & Johnson and Crucell N.V. on September 17, 2010, incorporated herein by reference to Exhibit 4 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(a)(5)(C)*	Joint Press Release issued by Johnson & Johnson and Crucell N.V. on October 6, 2010.
(a)(5)(D)*	Joint Press Release issued by Johnson & Johnson and Crucell N.V. on October 29, 2010.
(a)(5)(E)*	Joint Press Release issued by Johnson & Johnson and Crucell N.V. on November 30, 2010.
(a)(5)(F)*	Joint Press Release issued by Johnson & Johnson and Crucell N.V. on December 8, 2010.
(a)(5)(G)*	Slides from extraordinary general meeting of Shareholders 2010, dated December 10, 2010.
(a)(5)(H)*	English translation of transcript of remarks made by Paul Stoffels at extraordinary general meeting of Shareholders 2010, dated December 10, 2010.
(a)(5)(I)*	Joint Press Release issued by Johnson & Johnson and Crucell N.V. on January 28, 2011.
(a)(5)(J)*	Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 8, 2011.
(a)(5)(K)*	Form of summary newspaper advertisement, dated February 8, 2011.
(a)(5)(L)	Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 17, 2011.
(b)	Not applicable.
(d)(1)*	Equity Purchase Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009,  incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(2)*	Shareholder Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009, incorporated herein by reference to Exhibit 2 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(3)*	Registration Rights Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009, incorporated herein by reference to Exhibit 3 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(4)*	Merger Agreement between Cilag Holding AG and Crucell N.V., dated as of October 6, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D filed by Johnson & Johnson on October 7, 2010.
(d)(5)*	Form of Irrevocable Undertaking between Johnson & Johnson and Management and Supervisory Board Members of Crucell N.V., incorporated herein by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D filed by Johnson & Johnson on October 7, 2010.
(d)(6)*	Supplementary Addendum to Merger Agreement between Cilag Holding AG and Crucell N.V., dated as of November 30, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed by Johnson & Johnson on December 1, 2010.
(d)(7)*	Assignment Agreement between Cilag Holding AG, JJC Acquisition Company B.V. and Crucell N.V., dated as of December 6, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D filed by Johnson & Johnson on December 6, 2010.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

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EX-99.A5L

Exhibit (a)(5)(L)

Minimum Acceptance Condition Satisfied

New Brunswick, N.J., and Leiden, the Netherlands, February 17, 2011 - Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) today announced that the minimum acceptance condition of Johnson & Johnson’s Offer to acquire Crucell N.V. (Crucell) has been satisfied.  The initial offering period of the Offer expired at 17:45 hours Dutch time (11:45 a.m. New York time) on 16 February 2011.

Reference is made to the joint press release of Johnson & Johnson and Crucell dated 8 December 2010 announcing the recommended cash offer by Johnson & Johnson, through its indirect wholly owned subsidiary, JJC Acquisition Company B.V. (the Offeror), for all of the issued and outstanding shares in the capital of Crucell, including those represented by American depositary shares, at an offer price of €24.75 per share (the Offer).

As of the expiration of the initial offering period, the shares tendered in the Offer, together with shares already held by the Johnson & Johnson Group and the shares to be acquired through the purchase and exercise of options, amount to 84,520,377 shares (of which 12,774,957 are represented by American depositary shares), representing approximately 95.21% of the issued share capital of Crucell and 95.24% of the issued and outstanding share capital of Crucell, in each case on a fully diluted basis.  174,595 of ADSs tendered remain subject to the guaranteed delivery procedures described in the Offer.  As such, the minimum acceptance condition has been satisfied.

It should be noted that even though 95.24% of the issued and outstanding share capital of Crucell (on a fully diluted basis) has been tendered, the minimum acceptance condition would have nonetheless been satisfied because Johnson & Johnson has now obtained a favorable ruling from the Internal Revenue Service of the United States and, as of the expiration of the initial offering period, received proxies (or will have obtained the voting power) in respect of approximately 93.32% of Crucell shares.

Johnson & Johnson will announce whether or not the Offer is declared unconditional no later than Tuesday 22 February 2011 in accordance with the terms of the Offer and Article 16 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft).

Additional Information

This joint press release is issued pursuant to the provisions of Section 4 paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) and Section 5:25i of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

On 8 December 2010, the Offeror commenced the Offer to acquire all of the issued and outstanding ordinary shares (Ordinary Shares) in the capital of Crucell, including all Ordinary Shares represented by American depositary shares (each, an ADS), on the terms and subject to the conditions and restrictions contained in the Offer Document dated 8 December 2010 (the Offer Document).  Shareholders who accepted the Offer and tendered Ordinary Shares will be paid, on the terms and subject to the conditions and restrictions contained in the Offer Document, an amount equal to €24.75, net to the Shareholders in cash, without interest and less any applicable withholding taxes (the O ffer Price) in consideration of each Ordinary Share, subject to the Offeror declaring the Offer unconditional.  Shareholders who accepted the Offer and tendered ADSs will be paid, on the terms and subject to the conditions and restrictions contained in the Offer Document, an amount equal to the U.S. dollar equivalent of the Offer Price, calculated by using the spot market exchange rate for the U.S. dollar against the Euro on the date on which funds are received by Computershare Trust Company, N.A. to pay for ADSs upon completion of the Offer, in consideration of each ADS, subject to the Offeror declaring the Offer unconditional.  The offer and withdrawal rights expired at 17:45 hours Dutch time (11:45 a.m. New York time), on 16 February 2011, unless extended in the manner set forth in the Offer Document.  This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Crucell, nor shall there be any sale or purchase of securities in any jurisd iction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The Offer is being made pursuant to the tender offer statement on Schedule TO (including the Offer Document, a related ADS letter of transmittal and tender and proxy form, and other relevant materials) filed by the Offeror with the U.S. Securities and Exchange Commission (SEC) on 8 December 2010.

SHAREHOLDERS OF CRUCELL ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.  Copies of Johnson & Johnson’s filings with the SEC may be obtained at the SEC’s web site (www.sec.gov) or by directing a request to Johnson & Johnson at Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, U.S.A. (Attention: Corporate Secretary’s Office).  The Offer Document is available free of charge on the website of Crucell at www.crucell.com.  Hard copies of the Offer Document will also be available at the offices of Crucell at Archimedesweg 4-6, 2333 CN Leiden, the Netherlands; at the offices of the Dutch Settlement Agent, ING Bank N.V., Bijlmerdreef 888 1102 MG Amsterdam, the Netherlands (Attention: Sjoukje Hollander/Remko Los), telephone: + 31 20 563 6546 / + 31 20 563 6619, email: iss.pas@ing.nl); and at the offices of the U.S. Settlement Agent, Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021.

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 2010 alone, Crucell distributed more than 105 million vaccine doses in more than 100 countries around the world. 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 180 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. Crucell has a broad development pipeline, with several product candidates based on its unique PER.C6® production technology. Crucell licenses its PER.C6® technology and other technologies to the biopharmaceutical industry. Important partners and licensees include Johnson & Johnson, DSM Biologics, sanofi-aventis, Novartis, Pfizer/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. Crucell 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.

Forward-looking statements

(This press release contains “forward-looking statements”. 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 fact that the transaction is conditioned on the successful tender of the outstanding ordinary shares of Crucell, the receipt of required government and regulatory approvals and certain oth er customary closing conditions; 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 3 January 2010, and Crucell’s Annual Report/ Form 20-F for the fiscal year ended 31 December 2009, as filed with the U.S. Securities and Exchan ge Commission on 7 April 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:

Crucell N.V. - Media & Investors

Oya Yavuz

Vice President Corporate Communications & Investor Relations

Tel. +31 (0)71 519 7064

ir@crucell.com

www.crucell.com

Johnson & Johnson – Media
Karen Manson	Bill Price
Mob. + 32 479 89 47 99	Tel. +1 (732) 524 6623
	Mob. +1 (732) 668 3735
Johnson & Johnson – Investors
Louise Mehrotra	Stan Panasewicz
Tel. +1 (732) 524 6491	Tel. +1 (732) 524 2524

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