UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31,
    2010
  Commission File Number
    001-14169
 HUMAN GENOME SCIENCES,
    INC.
 (Exact name of
    registrant)
  Delaware(State of
    organization)

22-3178468(I.R.S. employer
    identification number)  14200 Shady Grove Road, Rockville, Maryland
    20850-7464 (address of principal
    executive offices and zip code)
  (301) 309-8504
    (Registrants telephone number)
 Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Each Exchange on Which RegisteredCommon stock, par value $0.01 per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
    None
 þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS INCORPORATED BY REFERENCE
    *
    Excludes 38,706,406 shares of common stock deemed to be
    held by officers and directors and stockholders whose ownership
    exceeds five percent of the shares outstanding at June 30,
    2010. Exclusion of shares held by any person should not be
    construed to indicate that such person possesses the power,
    direct or indirect, to direct or cause the direction of the
    management or policies of the registrant, or that such person is
    controlled by or under common control with the registrant.




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSCOMMERCIAL RISKSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. (REMOVED AND RESERVED)PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. SELECTED CONSOLIDATED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTINGPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 
  PART I
 
  ITEM 1.
    BUSINESS  This annual report on
    Form 10-K
    contains forward-looking statements, within the meaning of the
    Securities Exchange Act of 1934 and the Securities Act of 1933,
    that involve risks and uncertainties. In some cases,
    forward-looking statements are identified by words such as
    believe, anticipate, expect,
    intend, plan, will,
    may and similar expressions. You should not place
    undue reliance on these forward-looking statements, which speak
    only as of the date of this report. All of these forward-looking
    statements are based on information available to us at this
    time, and we assume no obligation to update any of these
    statements. Actual results could differ from those projected in
    these forward-looking statements as a result of many factors,
    including those identified in Risk Factors,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations and elsewhere. We urge
    you to review and consider the various disclosures made by us in
    this report, and those detailed from time to time in our filings
    with the Securities and Exchange Commission, that attempt to
    advise you of the risks and factors that may affect our future
    results.
  Overview
  ®
  13-2
         1




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20850-7464. (301) 309-8504. Form 10-K.
  Strategy
    Execute
    the successful launch and commercialization of BENLYSTA assuming
    regulatory approval.
     2




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Make
    BENLYSTA globally available so patients with need will have
    access.
    Work to
    achieve the full therapeutic and commercial potential of
    BENLYSTA by developing it for other
    B-cell
    mediated diseases.
    Find and
    develop new therapies for our late-stage
    pipeline .
  first-in-class
  Continue
    to build a robust mid-and early-stage pipeline.
    Remain
    strategically opportunistic and vigilant.
    Capitalize
    on our intellectual property portfolio.
   3




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Build
    upon our core competencies in manufacturing and process
    development.
    Maintain
    a strong financial position.
    Products
    Clinical
    Programs
  Late-Stage
    Products
    BENLYSTA
    (belimumab)
    13-2
   4




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Raxibacumab
  Bacillus anthracis
    ZALBINtm (albinterferon alfa-2b)
  ®
  Mid- and
    Early-Stage Pipeline
    Mapatumumab
     5




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IAP
    Inhibitors
      CCR5
    mAb
    Products
    in the GSK Pipeline
    Darapladib
  2
  Albiglutide
    (formerly
    Syncria®)
    Research
    and Development
   6




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Human
    Antibody Technology
      Albumin-Fusion
    Technology
    Drug
    Development
    
    Clinical Research and Biostatistics.  The
    clinical research and biostatistics groups are responsible for
    the design, planning and analysis of clinical trials.
    Clinical Operations.  The clinical operations
    group executes clinical trials and is responsible for managing
    clinical trial sites and ensuring that all proper procedures are
    followed during the collection of clinical data. The group
    includes our data management team.
    Project Management.  Our project management
    team oversees the process of development of a drug from the
    earliest stages of research through the conduct of clinical
    development and regulatory filings.
    Regulatory Affairs.  The regulatory affairs
    group manages communications with and submissions to regulatory
    authorities.
    Drug Safety.  As our products advance in
    clinical testing, our drug safety group collects and analyzes
    information on drug experience and safety, and ensures that
    accurate medical information is distributed.
    Quality Assurance.  The quality assurance group
    ensures compliance with all regulatory requirements for the
    clinical development and manufacture of our products.
    Bioanalytical Sciences.  The bioanalytical
    sciences group develops and performs highly specialized assays
    that are used during monitoring of preclinical tests and
    clinical trials. Other assays help to ensure the quality and
    consistency of our products.
    Biopharmaceutical Development.  The
    biopharmaceutical development group develops robust
    manufacturing processes and product formulations to support
    clinical studies and future commercial supply. 7




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Strategic
    Collaborations
      Lead
    Commercial Collaborations
  GlaxoSmithKline
  BENLYSTA. and/or
  Darapladib. Lp-PLA 2
  Albiglutide.
  United
    States Government
  Raxibacumab. in vitro in vivo
 8




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Novartis
  ZALBIN.
  Product
    Collaborations and Agreements
  Aegera Therapeutics.
  Research
    and Technology Collaborations
    Process
    Development and Manufacturing Alliances
  state-of-the-art
  Patents
    and Proprietary Rights
   9




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10




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Competition
  General.
  Basis of Competition.
  
    the quality and breadth of an organizations technology;
    the skill of an organizations employees and ability to
    recruit and retain skilled employees;
    an organizations intellectual property estate;
    the range of capabilities, from target identification and
    validation to drug discovery and development to manufacturing
    and marketing; and
    the availability of substantial capital resources to fund
    discovery, development, manufacturing and commercialization
    activities.    Products.
  Government
    Regulation
    Preclinical Testing.
 11




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Clinical Testing.
  
    Phase 1 clinical trials are conducted with a small number of
    subjects to determine the early safety profile and the pattern
    of drug distribution and metabolism.
    Phase 2 clinical trials are conducted with groups of patients
    afflicted with a specified disease in order to provide enough
    data to evaluate preliminary efficacy and optimal dosages
    statistically and to expand evidence of safety.
    Phase 3 clinical trials are large-scale, multi-center,
    comparative trials, which are designed to gather additional
    information for proper dosage and labeling of the drug and to
    demonstrate its overall safety and efficacy.    Marketing Approvals.
    Other Regulation.
    Foreign Regulation.
  Possible Pricing Restrictions.
 12




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Sources
    of Supply
    Manufacturing
        Marketing
     13




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Employees
  non-U.S. countries
 14




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ITEM 1A.
    RISK
    FACTORS  There are a number of risk factors that could cause our
    actual results to differ materially from those that are
    indicated by forward-looking statements. Those factors include,
    without limitation, those listed below in addition to the other
    information in this Annual Report on
    Form 10-K.
    You should carefully consider these risk factors in evaluating
    our business because these risk factors may have a significant
    impact on our business, financial condition and results of
    operations. The risks described below are not the only risks we
    may face. Additional risks and uncertainties not presently
    apparent to us, or risks that we currently consider immaterial,
    could also negatively affect our business, financial condition
    and results of operations.
 
  COMMERCIAL
    RISKS
  Our near-term prospects are highly dependent on BENLYSTA, our
    lead product candidate. If we fail to obtain FDA
    and/or EMA
    approval for BENLYSTA or fail to successfully commercialize
    BENLYSTA, our results of operations and business will be
    materially and adversely affected and our stock price would
    likely decline.
    13-2
  and/or
 15




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If we are unable to commercialize BENLYSTA or other product
    candidates we develop, we may not be able to recover our
    investment in our research, product development, manufacturing
    and marketing efforts.
    We may be unable to successfully establish commercial
    manufacturing capability and may be unable to obtain required
    quantities of our product candidates for commercial use.
  and/or
    If we or our third-party manufacturers fail to comply in a
    significant way with regulatory requirements imposed on our
    manufacturing activities, it could have a material adverse
    effect on our business, financial condition and results of
    operations.
   16




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Because we currently have only a limited marketing capability
    and in light of various factors, we may be unable to price or
    sell any of our products effectively.
      If any product candidate for which we receive regulatory
    approval does not achieve broad market acceptance (including as
    a result of failing to differentiate our products from
    competitor products or as a result of failing to obtain
    reimbursement rates for our products that are competitive from
    the healthcare providers perspective), the revenues we
    generate from sales will be limited and our business may not be
    profitable.
    
    our products perceived advantages over existing treatment
    methods (including relative convenience and ease of
    administration and prevalence and severity of any adverse
    events, including any unexpected adverse events of which we
    become aware after marketing approval);
    claims, limitations, warnings or other information in our
    products approved labeling;
    reimbursement and coverage policies of government and other
    third-party payors;
    pricing and cost-effectiveness;
    in the United States, the ability of group purchasing
    organizations, or GPOs (including distributors and other network
    providers), to sell our products to their constituencies;
    the establishment and demonstration in the medical community of
    the safety and efficacy of our products and our ability to
    provide acceptable evidence of safety and efficacy;
    availability of alternative treatments; and
    the prevalence of off-label substitution of biologically
    equivalent products. 17




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Changes in the health care system or reimbursement policies
    may result in a decline in our potential sales and a reduction
    in our expected revenue from our potential products.
         18




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Because raxibacumab is a product whose current sole purchaser
    is the U.S. Government, the sale of raxibacumab faces risks
    in addition to the risks generally associated with the sale of
    biopharmaceutical products, including political considerations,
    government contracting requirements and government spending
    policies.
          COMPETITIVE
    RISKS
  Our competitors may develop and market products that are, or
    are perceived as, less expensive, more effective, safer, easier
    to administer or reach the market sooner. This may diminish or
    eliminate the commercial success of any products we may
    commercialize.
     19




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If our products are approved and marketed, we may also face
    risks to our profitability and financial condition from generic
    drug or biosimilar manufacturers.
    PRODUCT
    DEVELOPMENT RISKS
  Our product development efforts depend on new technologies,
    which may not prove successful.
    
    these technologies or any or all of the molecules based on these
    technologies may be ineffective or toxic and, therefore fail to
    receive or retain necessary regulatory clearances;
    the products, even if safe and effective, may be difficult to
    manufacture on a large scale or uneconomical to market;
    proprietary rights of third parties may prevent us or our
    collaborators from exploiting technologies or marketing
    products; and
    third parties may market superior or equivalent products. 20




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We have limited experience in developing and commercializing
    products, and we may be unsuccessful in our efforts to do so.
    
    successfully complete laboratory testing and human studies;
    obtain and maintain necessary intellectual property rights to
    our products;
    obtain and maintain necessary regulatory approvals related to
    the efficacy and safety of our products;
    maintain production facilities meeting all regulatory
    requirements or enter into arrangements with third parties to
    manufacture our products on our behalf; and
    deploy sales and marketing resources appropriately, efficiently
    and effectively or enter into arrangements with third parties to
    provide these functions.  We are currently a late-stage development company, and we
    cannot assure you that we will be able to develop products that
    will become commercially successful or that we will achieve
    profitability from such products.
    We are continually evaluating our business strategy and may
    modify this strategy in light of developments in our business
    and other factors.
      Clinical trials for our products are expensive and protracted
    and their outcome is uncertain, and we must invest substantial
    amounts of time and money that may not yield viable products.
     21




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
    our inability to manufacture sufficient quantities of materials
    for use in clinical trials;
    unavailability or variability in the number and types of
    patients for each study;
    difficulty in maintaining contact with patients after treatment,
    resulting in incomplete data;
    safety issues or side effects;
    ineffectiveness of products during the clinical trials; or
    government or regulatory delays.  Data obtained from our clinical trials may not be sufficient
    to support an application for regulatory approval without
    further studies.
      We depend on third parties to conduct many of our clinical
    trials, and we may encounter delays in or lose some control over
    our efforts to develop products.
   22




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RISK FROM
    COLLABORATION RELATIONSHIPS AND STRATEGIC ACQUISITIONS
  Our plan to use collaborations to leverage our capabilities
    may not be successful if we are unable to integrate our
    partners capabilities with our operations or if our
    partners capabilities do not meet our expectations.
    We currently depend on our collaboration partners for
    substantial revenue. We may not become profitable on a
    sustainable basis if we cannot increase the revenue from our
    collaboration partners or other sources.
      
    develop marketable products;
    obtain regulatory approvals for products; or
    successfully market products.    If one of our collaborators pursues a product that competes
    with our products, there could be a conflict of interest and we
    may not receive expected milestone or royalty payments.
   23




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Our efforts to acquire other biotechnology companies or
    in-license and develop additional product candidates may not be
    successful, which could have a material adverse effect on our
    business, financial condition and results of operations.
  and/or
  day-to-day
  REGULATORY
    RISKS
  Because we are subject to extensive and changing government
    regulatory requirements, we may not be able to obtain regulatory
    approval of our products in a timely manner, if at all.
    United States Regulatory Approval.
 24




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13-2
    Foreign Regulatory Approvals.
  To date, neither we nor any of our collaboration partners
    have received marketing approval for any product candidate
    resulting from our research and development efforts. Because we
    may never be able to obtain any such approval, it is possible
    that we may not be able to generate any product revenue other
    than with respect to raxibacumab.
    If we receive marketing approval for BENLYSTA but are unable
    to expand label usage of BENLYSTA, we may not recognize the full
    value of the product and there may be adverse effects on our
    expected financial and operating results.
  B-lymphocyte
 25




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We are subject to environmental, health and safety laws that
    may restrict us from conducting our business in the most
    economically advantageous manner.
    INTELLECTUAL
    PROPERTY RISKS
  If our patent applications do not result in issued patents or
    if patent laws or the interpretation of patent laws change, our
    competitors may be able to obtain rights to and commercialize
    our discoveries.
    tm
     26




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If others file patent applications or obtain patents similar
    to ours, then the United States Patent and Trademark Office may
    deny our patent applications, or others may restrict the use of
    our discoveries.
    Because issued patents may not fully protect our discoveries,
    our competitors may be able to commercialize products similar to
    those covered by our issued patents.
    We rely on our collaboration partners to seek patent
    protection for the products they develop based on our
    research.
   27




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If we are unable to protect our trade secrets, others may be
    able to use our secrets to compete more effectively.
    Other parties may seek to cancel or revoke our trademarks
    and/or
    restrict the use of our trademarks.
    and/or
  FINANCIAL
    AND MARKET RISKS
  Because of our substantial indebtedness and lease
    obligations, we may be unable to adjust our strategy to meet
    changing conditions in the future.
    
    payments of interest on, and principal of, our indebtedness and
    our long-term lease obligations will be substantial and may
    exceed then current income and available cash;
    we may be unable to obtain additional future financing for
    marketing efforts, continued clinical trials, capital
    expenditures, acquisitions or general corporate purposes;
    we may be unable to withstand changing competitive pressures,
    economic conditions and governmental regulations; and
    we may be unable to make acquisitions or otherwise take
    advantage of significant business opportunities that may arise.  We may not have adequate financial resources available to
    repay our Convertible Subordinated Notes due 2011 (2011
    Notes) and our Convertible Subordinated Notes due 2012
    (2012 Notes) at maturity.
   28




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To become a successful biopharmaceutical company, we may need
    additional funding. If we do not obtain this funding on
    acceptable terms, we may not be able to generate sufficient
    revenue to repay our debt, to continue our research and
    development efforts or to launch and successfully market our
    products.
      
    the amount of revenue or cost sharing, if any, that we are able
    to obtain from our collaborations, any approved products, and
    the time and costs required to achieve those revenues;
    the timing, scope and results of preclinical studies and
    clinical trials;
    the size and complexity of our development programs;
    the timing and costs involved in obtaining regulatory approvals;
    the timing and costs of increasing our manufacturing capacity;
    the costs of commercializing our products, including marketing,
    promotional and sales costs;
    the commercial success of our products;
    our stock price;
    our ability to establish and maintain collaboration partnerships;
    competing technological and market developments;
    the costs involved in filing, prosecuting, enforcing and
    defending patent claims;
    the costs involved in bringing and defending against
    litigation; and
    scientific progress in our research and development programs.    
    delay, scale back or eliminate some or all of our research and
    development programs;
    delay, scale back or eliminate some or all of our
    commercialization activities;
    lose rights under existing licenses;
    relinquish more of, or all of, our rights to product candidates
    on less favorable terms than we would otherwise seek; and
    be unable to operate as a going concern.  Our short-term investments, marketable securities and
    restricted investments are subject to certain risks that could
    materially adversely affect our overall financial position.
   29




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We have only a limited amount of insurance that protects us
    only from certain business risks, which could leave us exposed
    to significant, uninsured liabilities.
    We may be subject to product liability or other litigation
    that could result in a diminution or inefficient allocation of
    our critical resources, delay the implementation of our business
    strategy, affect our reputation and, if successful, materially
    and adversely harm our business and financial condition.
      OTHER
    BUSINESS RISKS
  Our success is dependent on our continued ability to attract,
    motivate and retain key personnel. If we lose or are unable to
    attract key management or other personnel, it could have a
    material adverse effect on our business, financial condition and
    results of operations.
   30




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We may be unable to fulfill the terms of our contract
    manufacturing agreements with our customers for manufacturing
    process development and supply of selected biopharmaceutical
    products.
    RISKS
    RELATED TO OWNERSHIP OF OUR COMMON STOCK
  The market price of our common stock may be lower or more
    volatile than you expected.
      
    future announcements about our company or our competitors,
    including the results of testing, clinical trials, technological
    innovations or new commercial products;
    regulatory actions with respect to our potential products or
    regulatory approvals with respect to our competitors
    products;
    changes in government regulations;
    developments in our relationships with our collaboration
    partners;
    developments affecting our collaboration partners;
    announcements relating to health care reform and reimbursement
    levels for new drugs;
    our failure to acquire or maintain proprietary rights to the
    gene sequences we discover or the products we develop;
    litigation;
    public concern as to the safety of our products; and
    political and economic factors affecting market prices generally
    or our market segment or our company particularly.  The issuance and sale of shares underlying our outstanding
    convertible debt securities and options, as well as the sale of
    additional equity or equity-linked securities would dilute the
    holdings of our existing stockholders and may materially and
    adversely affect the price of our common stock.
   31




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Our certificate of incorporation and bylaws could discourage
    acquisition proposals, delay a change in control or prevent
    transactions that may be in your best interests.
    
    authorize the issuance of up to 20,000,000 shares of
    blank check preferred stock that could be issued by
    our board of directors to increase the number of outstanding
    shares and discourage a takeover attempt;
    limit who may call special meetings of stockholders; and
    establish advance notice requirements for nomination of
    candidates for election to the board of directors or for
    proposing matters that can be acted upon by stockholders at
    stockholders meetings. 32




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   
  ITEM 2.
    PROPERTIES     
  ITEM 3.
    LEGAL
    PROCEEDINGS   
  ITEM 4.
    (REMOVED
    AND RESERVED) 33




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PART II
 
  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS    High

Low2010First Quarter

$
32.68


$
25.76Second Quarter

$
33.30


$
22.46Third Quarter

$
30.18


$
21.84Fourth Quarter

$
29.79


$
23.602009First Quarter

$
2.78


$
0.48Second Quarter

$
3.19


$
0.82Third Quarter

$
20.50


$
2.39Fourth Quarter

$
31.15


$
17.96       Comparison
    of 5 Year Cumulative Total Return
  
   34




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ITEM 6.
    SELECTED
    CONSOLIDATED FINANCIAL DATA    Year Ended December 31,2010


2009


2008


2007


2006(In thousands, except per share and ratio data)Statement of Operations Data:Revenue:Product sales

$
47,159


$
154,074


$



$



$
Manufacturing and development services


22,695



50,653











Research and development collaborative agreements


87,497



71,022



48,422



41,851



25,755Total revenue


157,351



275,749



48,422



41,851



25,755Costs and expenses:Cost of product sales


29,941



15,805











Cost of manufacturing and development services


15,016



18,215











Research and development expenses


196,370



173,709



243,257



246,293



209,515General and administrative expenses


106,797



61,073



60,865



55,874



53,101Facility-related exit charges (credits)






759







(3,673
)


29,510Total costs and expenses


348,124



269,561



304,122



298,494



292,126Income (loss) from operations


(190,773
)


6,188



(255,700
)


(256,643
)


(266,371
)Investment income


16,966



12,727



23,487



32,988



27,131Interest expense


(59,500
)


(58,424
)


(62,912
)


(60,716
)


(39,606
)Gain on extinguishment of debt






38,873











Gain on sale of long-term equity investment






5,259



32,518







14,759Other income (expense)


76



(238
)


(6,284
)






Income (loss) before taxes


(233,231
)


4,385



(268,891
)


(284,371
)


(264,087
)Income tax benefit






1,274











Net income (loss)

$
(233,231
)

$
5,659


$
(268,891
)

$
(284,371
)

$
(264,087
)Net income (loss) per share, basic and diluted

$
(1.24
)

$
0.04


$
(1.99
)

$
(2.12
)

$
(2.00
)Other Data:Ratio of earnings to fixed charges






1.06











Coverage deficiency

$
(233,231
)

$



$
(268,891
)

$
(284,371
)

$
(264,087
)  35




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ITEM 6.
    SELECTED
    CONSOLIDATED FINANCIAL DATA, CONTINUED  As of December 31,2010

2009

2008

2007

2006(In thousands)Balance Sheet Data:Cash, cash equivalents, short-term investments, marketable
    securities and restricted
    investments(1)

$
933,382


$
1,191,660


$
372,939


$
603,840


$
763,084Total
    assets(1)


1,315,029



1,530,630



686,832



961,566



1,161,922Total debt and lease
    financing(2)


623,367



598,435



664,074



637,513



612,811Accumulated deficit


(2,419,897
)


(2,186,666
)


(2,192,325
)


(1,923,434
)


(1,639,063
)Total stockholders equity (deficit)


585,763



755,415



(136,304
)


117,145



364,892     (1)
    
    Cash, cash equivalents, short-term investments, marketable
    securities and restricted investments and Total
    assets for 2010, 2009, 2008, 2007 and 2006 include
    $79,510, $88,437, $69,360, $70,931 and $61,165 respectively, of
    restricted investments relating to certain leases.(2)
    
    Total debt and lease financing for 2010, 2009, 2008,
    2007 and 2006 does not include any operating lease obligations
    under various facility and equipment lease arrangements. See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Liquidity and
    Capital Resources for additional discussion. 36




---



##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
  ®
  13-2
           37




---



##### 



Overview
    (continued)
  tm
    Critical
    Accounting Policies and the Use of Estimates
      Investments. Investments  Debt and Equity
    Securities other-than-temporary available-for-sale. available-for-sale other-than-temporary
  Fair Value Measurements and Disclosures
 38




---



##### 



Critical
    Accounting Policies and the Use of Estimates
    (continued)
  Inventories. first-in,
  Leases. 20-year
    Impairments of long-lived assets.
  Product sales.
  Manufacturing and development services. units-of-work units-of-work
  Research and development collaborative
    agreements. Revenue Recognition.
 39




---



##### 



Critical
    Accounting Policies and the Use of Estimates
    (continued)
      Research and Development.
  Stock Compensation.
  Compensation  Stock Compensation
  Exit Accruals.
  Income taxes.
   40




---



##### 



Critical
    Accounting Policies and the Use of Estimates
    (continued)
    Results
    of Operations
  Years Ended December 31, 2010 and 2009
  Revenues.
  Cost of sales.
  Expenses.
           41




---



##### 



Results
    of Operations (continued)
  Years Ended December 31, 2010 and 2009 (continued)
     project-by-project
                Income Tax Benefit.
  Net Income (Loss).
 42




---



##### 



Results
    of Operations (continued)
  Years Ended December 31, 2010 and 2009 (continued)
     Years
    Ended December 31, 2009 and 2008
  Revenues. up-front
  Cost of sales.
  Expenses.
         43




---



##### 



Results
    of Operations (continued)
  Years Ended December 31, 2009 and 2008 (continued)
     project-by-project
              other-than-temporary
 44




---



##### 



Results
    of Operations (continued)
  Years Ended December 31, 2009 and 2008 (continued)
     Income Tax Benefit.
  Net Income (Loss).
  Liquidity
    and Capital Resources
  1 4
  available-for-sale.
     45




---



##### 



Liquidity
    and Capital Resources (continued)
    Clinical Trial Statusas of
    December 31,(2)Product Candidate
    (1)

Indication

2010

2009

2008BENLYSTA

Systemic Lupus Erythematosus

Phase 3(3)

Phase 3

Phase 3BENLYSTA

Rheumatoid Arthritis

(4)

Phase 2

Phase 2Raxibacumab

Anthrax

(5)

(5)

(5)HGS1029

Cancer

Phase 1

Phase 1

Phase 1HGS-ETR1

Cancer

Phase 2

Phase 2

Phase 2ZALBIN

Hepatitis C

(6)

Phase 3

Phase 3HGS-ETR2

Cancer

(7)

(7)

Phase 1     (1)
    
    Includes only those candidates for which an Investigational New
    Drug Application (IND) has been filed with the FDA.(2)
    
    Clinical Trial Status defined as when patients are being dosed.(3)
    
    Results from two Phase 3 clinical trials reported; MAA and BLA
    filed in June 2010; BLA PDUFA target date of March 10, 2011.(4)
    
    Phase 2 trial completed; treatment IND ongoing.(5)
    
    BLA filed in 2009; Complete Response Letter received from FDA;
    additional work ongoing.(6)
    
    Further development discontinued.(7)
    
    Ongoing Phase 1 trial by National Institutes of Health; further
    development not anticipated.         46




---



##### 



Liquidity
    and Capital Resources (continued)
    and/or
       47




---



##### 



Liquidity
    and Capital Resources (continued)
    Payments Due by PeriodOne Year


Two to


Four to


AfterTotal


or Less


Three Years


Five Years


Five Years(dollars in millions)Contractual ObligationsLong-term debt  convertible
    notes(1)

$
417.6


$
206.2


$
211.4


$



$
Long-term lease commitment 
    BioMed(2)


446.5



25.0



51.5



53.6



316.4Operating
    leases(3)


346.6



20.9



42.8



44.4



238.5Manufacturing source of
    supply(4)


25.9



25.9











Raxibacumab
    royalties(5)


4.8



2.9



1.9







Other long-term liabilities reflected on our balance
    sheets(6)


















Total contractual cash
    obligations(7)

$
1,241.4


$
280.9


$
307.6


$
98.0


$
554.9     (1)
    
    Contractual interest obligations related to our convertible
    subordinated notes included above total $13.7 million as of
    December 31, 2010. Contractual interest obligations of
    $9.1 million, $4.6 million are due in one year or less
    and two to three years, respectively.(2)
    
    Contractual interest obligations related to BioMed are included
    above and aggregate $393.5 million as of December 31,
    2010. Contractual interest obligations of $25.0 million,
    $51.5 million, $53.6 million and $263.4 million
    are due in one year or less, two to three years, four to five
    years and after five years, respectively.(3)
    
    Includes Traville headquarters operating lease with BioMed with
    aggregate payments of $325.5 million. Lease payments of
    $18.2 million, $37.6 million, $39.1 million and
    $230.6 million are due in one year or less, two to three
    years, four to five years and after five years, respectively.(4)
    
    Amounts relate to supply commitments with respect to BENLYSTA.
    Under the terms of the contract we could be obligated to pay at
    least an additional $88.0 million, however the contract
    includes termination clauses and therefore these amounts have
    been excluded from the table above.(5)
    
    Includes royalties associated with the delivery of raxibacumab
    to the U.S. Strategic National Stockpile.(6)
    
    In the event we reach certain development milestones for
    BENLYSTA or raxibacumab such as regulatory approval, we would be
    obligated to make payments of up to $9.0 million over the
    next five years. In the event we reach certain development
    milestones related to HGS1029, we would be obligated to pay up
    to $204.0 million. Our other products are in either Phase 1
    or Phase 2 and would also obligate us to make certain milestone
    payments should they reach Phase 3 or regulatory approval. These
    other payments could result in aggregate milestone payments of
    $14.5 million. Because we cannot forecast with any degree
    of certainty whether any of these products will reach these
    milestones, we have excluded these amounts and any royalty
    payments, except for those royalty payments related to
    raxibacumab sales under the current order from the USG, from the
    above table.(7)
    
    For additional discussion of our debt obligations and lease
    commitments, see Note F, Long-Term Debt and Note G,
    Commitments and Other Matters, of the Notes to the Consolidated
    Financial Statements.     48




---



##### 



Liquidity
    and Capital Resources (continued)
    Off-Balance
    Sheet Arrangements
     49




---



##### 



Safe
    Harbor Statement under the Private Securities Litigation Reform
    Act of 1995
  Form 10-K
 50




---



##### 



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      sub-prime
       51




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA   
  ITEM 9.
    CHANGES
    AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE   
  ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Form 10-K
  Changes
    in Internal Control
    Management
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  
    pertain to the management of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.     52




---



##### 



ITEM 9A.
    CONTROLS
    AND PROCEDURES (continued)       
  ITEM 9B.
    OTHER
    INFORMATION   53




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING
                      54




---



##### 



PART III
 
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   
  ITEM 11.
    EXECUTIVE
    COMPENSATION   
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   55




---



##### 



PART IV
 
  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES     PageNumberReport of Ernst & Young LLP,
    Independent Registered Public Accounting Firm


F-2Consolidated Balance Sheets at December 31,
    2010 and 2009


F-3Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008


F-4Consolidated Statements of Stockholders
    Equity (Deficit) for the years ended December 31, 2010,
    2009 and 2008


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-6Notes to Consolidated Financial Statements


F-8         Exhibit No.

Description3.1

Certificate of Incorporation (incorporated by reference to
    Exhibit 3.1 to the Companys Annual Report on
    Form 10-K,
    filed on March 31, 1994; Exhibit 3.3 to the
    Companys Annual Report on
    Form 10-K/A,
    filed on April 3, 1998; Exhibit 3.1 to the
    Companys Current Report on
    Form 8-K,
    filed on December 16, 1999; Exhibit 3.1 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed on July 31, 2001; Exhibit 3.1 to the
    Companys Current Report on
    Form 8-K,
    filed on May 8, 2008; and Exhibit 3.2 to the
    Companys Current Report on
    Form 8-K,
    filed on May 24, 2010).3.2

Amended and Restated By-laws (incorporated by reference to
    Exhibit 3 to the Companys Current Report on
    Form 8-K,
    filed on October 6, 2010).4.1

Form of Common Stock Certificate (incorporated by reference to
    Exhibit 4.2 to the Companys Registration Statement on
    Form S-3
    (Registration
    No. 333-45272),
    filed on September 6, 2000).4.2

Indenture, dated as of October 4, 2004, between the Company
    and The Bank of New York, as trustee, including the form of
    21/4% Convertible
    Subordinated Note due 2011 (incorporated by reference to
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K,
    filed on October 4, 2004).4.3

Indenture, dated as of August 9, 2005, between the Company
    and The Bank of New York, as trustee, including the form of
    21/4% Convertible
    Subordinated Note due 2012 (incorporated by reference to
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K,
    filed on August 9, 2005).10.1

Co-development and Commercialization Agreement, dated as of
    August 1, 2006, between Glaxo Group Limited and the Company
    (incorporated by reference to Exhibit 10.25 to the
    Companys Annual Report on
    Form 10-K,
    filed on February 26, 2009).10.2*

Amendment No. 1, dated as of November 25, 2009, to
    Co-development and Commercialization Agreement between Glaxo
    Group Limited and the Company.10.3*

Amendment No. 2, dated as of October 5, 2010, to
    Co-development and Commercialization Agreement between Glaxo
    Group Limited and the Company.10.4

Lease Agreement, dated as of December 1, 1997, between
    Maryland Economic Development Corporation and the Company
    (incorporated by reference to Exhibit 10.67 to the
    Companys Annual Report on
    Form 10-K,
    filed on March 31, 1998).10.5

Amendment No. 1, dated as of December 1, 2009, to
    Lease Agreement between Maryland Economic Development
    Corporation and the Company (incorporated by reference to
    Exhibit 10.10 to the Companys Annual Report on
    Form 10-K,
    filed on March 2, 2010). 56




---



##### 



Exhibit No.

Description10.6

Amended and Restated Lease Agreement, dated as of
    December 1, 2009, between Maryland Economic Development
    Corporation and the Company (incorporated by reference to
    Exhibit 10.12 to the Companys Annual Report on
    Form 10-K,
    filed on March 2, 2010).10.7

Purchase and Sale Agreement, dated as of May 2, 2006,
    between BioMed Realty, L.P. and the Company (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q,
    filed on August 9, 2006).10.8

Lease Agreement, dated as of May 24, 2006, between
    BMR-Belward Campus Drive LSM LLC and the Company (incorporated
    by reference to Exhibit 10.3 to the Companys
    Quarterly Report on
    Form 10-Q,
    filed on August 9, 2006).10.9

Lease Agreement, dated as of May 24, 2006, between
    BMR-Shady Grove Road HQ LLC and the Company (incorporated by
    reference to Exhibit 10.4 to the Companys Quarterly
    Report on
    Form 10-Q,
    filed on August 9, 2006).10.10

Collateral Pledge Agreement, dated as of December 1, 2009,
    among the Company, as Pledgor, Manufacturers and Traders
    Trust Company, as Pledgee, and Manufacturers and Traders
    Trust Company, as the Collateral Agent (incorporated by
    reference to Exhibit 10.14 to the Companys Annual
    Report on
    Form 10-K,
    filed on March 2, 2010).10.11

Reimbursement Agreement, dated as of December 1, 2009,
    between the Company and Manufacturers and Traders
    Trust Company, relating to 1997 Series Revenue Bonds
    (incorporated by reference to Exhibit 10.11 to the
    Companys Annual Report on
    Form 10-K,
    filed on March 2, 2010).10.12

Reimbursement Agreement, dated as of December 1, 2009,
    between the Company and Manufacturers and Traders
    Trust Company, relating to Series 1999 A and B Revenue
    Bonds (incorporated by reference to Exhibit 10.13 to the
    Companys Annual Report on
    Form 10-K,
    filed on March 2, 2010).10.13

Solicitation (as amended) and Modification of Contract, dated
    June 24, 2006, awarded by the U.S. Department of Health and
    Human Services, Biomedical Advanced Research and Development
    Authority to the Company (incorporated by reference to
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q/A,
    filed on September 27, 2007).10.14

Amendment of Solicitation/Modification of Contract, dated
    July 17, 2009, awarded by the U.S. Department of Health and
    Human Services, Biomedical Advanced Research and Development
    Authority to the Company (incorporated by reference to
    Exhibit 10.1 to the Companys
    Form 10-Q,
    filed on October 29, 2009).C 10.15

Form of Indemnification Agreement entered into with directors
    and officers (incorporated by reference to Exhibit 10.1 to
    the Companys Quarterly Report on
    Form 10-Q,
    filed on July 22, 2010).C 10.16

Employment Agreement, dated as of November 21, 2004,
    between the Company and H. Thomas Watkins (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed on November 23, 2004).C 10.17

First Amendment, dated as of January 1, 2008, to Employment
    Agreement between the Company and H. Thomas Watkins
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed on December 20, 2007).C 10.18

Second Amendment, dated as of January 1, 2009, to
    Employment Agreement between the Company and H. Thomas Watkins
    (incorporated by reference to Exhibit 10.26 to the
    Companys Annual Report on
    Form 10-K,
    filed on February 26, 2009).C 10.19

Form of Executive Agreement (incorporated by reference to
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K,
    filed on December 20, 2007).C 10.20

Form of First Amendment to Executive Agreement (incorporated by
    reference to Exhibit 10.27 to the Companys Annual
    Report on
    Form 10-K,
    filed on February 26, 2009).C 10.21

Second Amended and Restated Key Executive Severance Plan
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed on December 20, 2007).C 10. 22

Form of First Amendment to Second Amended and Restated Key
    Executive Severance Plan (incorporated by reference to
    Exhibit 10.28 to the Companys Annual Report on
    Form 10-K,
    filed on February 26, 2009). 57




---



##### 



Exhibit No.

DescriptionC 10.23

Human Genome Sciences, Inc. Discretionary Bonus Policy
    (incorporated by reference to Exhibit 10.4 to the
    Companys Current Report on
    Form 8-K,
    filed on December 20, 2007).C 10.24

Human Genome Sciences, Inc. Amended and Restated Stock Incentive
    Plan (incorporated by reference to Annex A to the
    Companys Definitive Proxy Statement on Schedule 14A,
    filed on March 24, 2009).C 10.25

Form of Restricted Stock Agreement (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q,
    filed on August 1, 2005).C 10.26

Form of Stock Option Agreement (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    filed on September 20, 2004).C 10.27

Form of Stock Unit Grant Agreement under the Non-Employee
    Director Equity Compensation Plan (incorporated by reference to
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K,
    filed on December 20, 2007).12.1*

Ratio of Earnings to Fixed Charges.21.1*

Subsidiaries.23.1*

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm.31.1*

Rule 13a-14(a)
    Certification of Principal Executive Officer.31.2*

Rule 13a-14(a)
    Certification of Principal Financial Officer.32.1*

Section 1350 Certification of Chief Executive Officer.32.2*

Section 1350 Certification of Chief Financial Officer.     *
    
    Filed herewith.
    
    Confidential treatment requested for certain portions of this
    Exhibit pursuant to
    Rule 24b-2
    under the Securities Exchange Act of 1934, as amended, which
    portions are omitted and filed separately with the Securities
    and Exchange Commission.C
    
    Management contract or compensatory plan or arrangement. 58




---



##### 



SIGNATURES
      BY: /s/  H.
    Thomas Watkins         Signature

Title

Date/s/  H.
    Thomas WatkinsH.
    Thomas Watkins

President, Chief Executive Officer and Director
    (Principal Executive Officer)

February 24, 2011/s/  David
    P. SouthwellDavid
    P. Southwell

Executive Vice President and
    Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)

February 24, 2011/s/  Argeris
    N. Karabelas, Ph.D.Argeris
    N. Karabelas, Ph.D.

Chairman of the Board

February 24, 2011/s/  Richard
    J. DanzigRichard
    J. Danzig

Director

February 24, 2011/s/  Jürgen
    Drews, M.D.Jürgen
    Drews, M.D.

Director

February 24, 2011/s/  Colin
    Goddard, Ph.D.Colin
    Goddard, Ph.D.

Director

February 24, 2011/s/  Maxine
    Gowen, Ph.D.Maxine
    Gowen, Ph.D.

Director

February 24, 2011/s/  Tuan
    Ha-NgocTuan
    Ha-Ngoc

Director

February 24, 2011/s/  John
    LaMattina, Ph.D.John
    LaMattina, Ph.D.

Director

February 24, 2011/s/  Augustine
    LawlorAugustine
    Lawlor

Director

February 24, 2011/s/  Gregory
    NordenGregory
    Norden

Director

February 24, 2011/s/  Robert
    C. Young, M.D.Robert
    C. Young, M.D.

Director

February 24, 2011  59




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageNumberReport of Ernst & Young LLP,
    Independent Registered Public Accounting Firm


F-2Consolidated Balance Sheets at December 31,
    2010 and 2009


F-3Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008


F-4Consolidated Statements of Stockholders
    Equity (Deficit) for the years ended December 31, 2010,
    2009 and 2008


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-6Notes to Consolidated Financial Statements


F-8  F-1




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  F-2




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  CONSOLIDATED BALANCE SHEETS
  December 31,2010


2009(in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
155,691


$
567,667Short-term investments


282,016



151,528Accounts receivable


25,958



23,892Collaboration receivables


18,856



10,356Inventory


43,091



20,149Prepaid expenses and other current assets


5,569



7,176Total current assets


531,181



780,768Marketable securities


416,165



384,028Property, plant and equipment (net of accumulated depreciation)


253,122



263,123Restricted investments


79,510



88,437Collaboration receivables, non-current


29,225



6,920Long-term equity investments


3,241



3,016Other assets


2,585



4,338TOTAL ASSETS

$
1,315,029


$
1,530,630LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
41,798


$
38,369Accrued payroll and related taxes


30,157



30,997Convertible subordinated debt


188,620



Collaboration payable


12,984



4,000Deferred revenues


5,134



88,565Accrued exit expenses


2,251



2,227Total current liabilities


280,944



164,158Convertible subordinated debt, non-current


184,231



349,807Lease financing


250,516



248,628Deferred rent


10,358



8,665Deferred revenues, non-current


2,517



1,978Accrued exit expenses, non-current


700



1,979Total liabilities


729,266



775,215Stockholders equity:Preferred stock  $0.01 par value;
    20,000,000 shares authorized; none outstanding






Common stock  $0.01 par value;
    400,000,000 shares authorized; 188,980,748 and
    185,254,660 shares issued and oustanding at
    December 31, 2010 and 2009, respectively


1,890



1,853Additional paid-in capital


2,996,645



2,932,863Accumulated other comprehensive income


7,125



7,365Accumulated deficit


(2,419,897
)


(2,186,666
)Total stockholders equity


585,763



755,415TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
1,315,029


$
1,530,630    F-3




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Year Ended December 31,2010


2009


2008(in thousands, except share and per share amounts)Revenue:Product sales

$
47,159


$
154,074


$
Manufacturing and development services


22,695



50,653



Research and development collaborative agreements


87,497



71,022



48,422Total revenue


157,351



275,749



48,422Costs and expenses:Cost of product sales


29,941



15,805



Cost of manufacturing and development services


15,016



18,215



Research and development expenses


196,370



173,709



243,257General and administrative expenses


106,797



61,073



60,865Facility-related exit charges






759



Total costs and expenses


348,124



269,561



304,122Income (loss) from operations


(190,773
)


6,188



(255,700
)Investment income


16,966



12,727



23,487Interest expense


(59,500
)


(58,424
)


(62,912
)Gain on extinguishment of debt






38,873



Gain on sale of long-term equity investment






5,259



32,518Other income (expense)


76



(238
)


(6,284
)Income (loss) before taxes


(233,231
)


4,385



(268,891
)Income tax benefit






1,274



Net income (loss)

$
(233,231
)

$
5,659


$
(268,891
)Basic net income (loss) per share

$
(1.24
)

$
0.04


$
(1.99
)Diluted net income (loss) per share

$
(1.24
)

$
0.04


$
(1.99
)Weighted average shares outstanding, basic


187,791,437



149,334,426



135,406,642Weighted average shares outstanding, diluted


187,791,437



155,053,473



135,406,642    F-4




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY (DEFICIT)
  AccumulatedAdditional


OtherCommon Stock


Paid-In


Comprehensive


AccumulatedShares


Amount


Capital


Income (Loss)


Deficit


Total(in thousands, except share amounts)Balance  December 31, 2007


134,936,512


$
1,349


$
2,036,078


$
3,152


$
(1,923,434
)

$
117,145Comprehensive income (loss):Net loss


















(268,891
)


(268,891
)Unrealized loss on investments














(7,052
)






(7,052
)Cumulative translation adjustment














(590
)






(590
)Comprehensive loss






















(276,533
)Shares of common stock issued pursuant to stock-based
    compensation plans


803,466



8



4,589











4,597Stock-based compensation expense










18,487











18,487Balance  December 31, 2008


135,739,978



1,357



2,059,154



(4,490
)


(2,192,325
)


(136,304
)Comprehensive income (loss):Net income


















5,659



5,659Unrealized gain on investments














11,264







11,264Cumulative translation adjustment














591







591Comprehensive income






















17,514Issuance of common stock pursuant to public offerings


44,522,250



446



812,423











812,869Shares of common stock issued pursuant to stock-based
    compensation plans


4,992,432



50



48,762











48,812Stock-based compensation expense










12,524











12,524Balance  December 31, 2009


185,254,660



1,853



2,932,863



7,365



(2,186,666
)


755,415Comprehensive income (loss):Net loss


















(233,231
)


(233,231
)Unrealized loss on investments














(212
)






(212
)Cumulative translation adjustment














(28
)






(28
)Comprehensive loss






















(233,471
)Issuance of common stock pursuant to bond redemption


562







8











8Shares of common stock issued pursuant to stock-based
    compensation plans


3,725,526



37



38,344











38,381Stock-based compensation expense










25,430











25,430Balance  December 31, 2010


188,980,748


$
1,890


$
2,996,645


$
7,125


$
(2,419,897
)

$
585,763    F-5




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Year Ended December 31,2010


2009


2008(in thousands)Cash flows from operating activities:Net income (loss)

$
(233,231
)

$
5,659


$
(268,891
)Adjustments to reconcile net income (loss) to net cash used in
    operating activities:Stock-based compensation expense


25,430



12,524



18,593Depreciation and amortization


21,305



21,255



21,143Amortization of debt discount


23,052



21,936



24,183Facility-related exit charges






759



Accrued interest on short-term investments, marketable
    securities and restricted investments


5,552



(493
)


581Gain on extinguishment of long-term debt






(38,873
)


Gain on sale of long-term equity investment






(5,259
)


(32,518
)Non-cash expenses and other


2,177



3,759



8,265Changes in operating assets and liabilities:Accounts receivable


(2,066
)


(21,021
)


Collaboration receivables


(30,805
)


4,800



13,792Inventory


(22,942
)


(20,149
)


Prepaid expenses and other assets


2,110



(1,640
)


2,760Accounts payable and accrued expenses


3,444



(9,152
)


(7,247
)Accrued payroll and related taxes


(840
)


12,423



4,126Collaboration payable


8,984



(4,000
)


Deferred revenues


(82,892
)


17,234



(44,959
)Accrued exit expenses


(1,533
)


(1,953
)


(2,083
)Deferred rent


1,566



1,859



1,992Net cash used in operating activities


(280,689
)


(332
)


(260,263
)Cash flows from investing activities:Purchase of short-term investments and marketable securities


(840,145
)


(625,041
)


(15,065
)Proceeds from sale and maturities of short-term investments and
    marketable securities


681,687



388,277



211,722Capital expenditures  property, plant, and equipment


(9,782
)


(10,019
)


(9,724
)Proceeds from sale of long-term equity investment






5,259



47,336Release of restricted investments


300



3,291



4,877Net cash provided by (used in) investing activities


(167,940
)


(238,233
)


239,146Cash flows from financing activities:Purchase of restricted investments


(31,672
)


(47,002
)


(28,897
)Proceeds from sale and maturities of restricted investments


30,081



26,426



26,120Proceeds from issuance of common stock


39,269



861,573



4,432Purchase of treasury stock


(1,025
)


(15
)


(105
)Extinguishment of long-term debt






(49,998
)


Net cash provided by financing activities


36,653



790,984



1,550Net increase (decrease) in cash and cash equivalents


(411,976
)


552,419



(19,567
)Cash and cash equivalents  beginning of period


567,667



15,248



34,815Cash and cash equivalents  end of period

$
155,691


$
567,667


$
15,248  F-6




---



##### 



SUPPLEMENTAL
    DISCLOSURES OF CASH FLOW INFORMATION, NON-CASH OPERATING,
    INVESTING AND FINANCING ACTIVITIES
  Year Ended December 31,2010

2009

2008(in thousands)Cash paid (received) during the period for:Interest

$
33,169


$
33,609


$
34,729Income taxes

$
(1,948
)

$
809


$
          F-7




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
  (NOTE A) 
    The Company
  ®
      (NOTE B) 
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Principles
    of Consolidation
    Cash
    Equivalents, Short-term Investments, Marketable Securities,
    Long-term Equity Investments and Restricted
    Investments
    available-for-sale. available-for-sale
 F-8




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE B) 
    Summary
    of Significant Accounting Policies (continued)  Investment
    Risk
  sub-prime
  Other-Than-Temporary
    Impairment of Investments
  other-than-temporary Investments  Debt and Equity Securities
  Inventories
  first-in,
  Depreciation
    Buildings

30 yearsLand improvements

lesser of the lease term or the useful lifeProduction equipment

5 - 10 yearsLaboratory equipment

3 - 10 yearsComputer equipment and software

3 - 5 yearsFurniture and office equipment

3 - 5 yearsLeasehold improvements

lesser of the lease term or the useful life   Impairment
    of Long-Lived Assets
  Property, Plant and Equipment.
 F-9




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE B) 
    Summary
    of Significant Accounting Policies (continued)  Product
    sales
    Manufacturing
    and development services
  units-of-work units-of-work
  Research
    and development collaborative agreements
     F-10




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE B) 
    Summary
    of Significant Accounting Policies (continued)  Cost of
    product sales
        Cost of
    manufacturing and development services
    Research
    and Development
  Research and Development
  Leases
  Leases
  Stock-Based
    Compensation
  Compensation  Stock Compensation
 F-11




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE B) 
    Summary
    of Significant Accounting Policies (continued)  Financing
    Costs Related to Long-term Debt
    Patent
    Application Costs
    Net
    Income (Loss) Per Share
  Earnings Per Share
  Foreign
    Currency
    Comprehensive
    Income (Loss)
  Comprehensive Income available-for-sale
    December 31,2010


2009Net unrealized gains on:Short-term investments and marketable securities

$
6,313


$
5,496Long-term equity investment in VIA Pharmaceuticals


4



21Restricted investments


805



1,816Foreign currency translation


3



32Accumulated other comprehensive income

$
7,125


$
7,365    F-12




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE B) 
    Summary
    of Significant Accounting Policies (continued)  Sources
    of Supply
    Recent
    Accounting Pronouncements
    2010-06, Improving Disclosures about Fair Value Measurements 2010-06). 2010-06 2010-06
  2010-17, Milestone Method of Revenue Recognition 2010-17), 2010-17 2010-17
  2010-27, Fees Paid to the Federal Government by Pharmaceutical
    Manufacturers 2010-27), 2010-27
 F-13




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
  (NOTE C) 
    Investments
    December 31, 2010Gross


GrossAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


ValueGovernment-sponsored enterprise securities

$
140,849


$
848


$
(13
)

$
141,684Corporate debt securities


138,691



1,660



(19
)


140,332Subtotal  Short-term investments


279,540



2,508



(32
)


282,016Government-sponsored enterprise securities


105,007



1,164



(140
)


106,031Corporate debt securities


307,322



3,695



(883
)


310,134Subtotal  Marketable securities


412,329



4,859



(1,023
)


416,165Restricted cash and cash equivalents


7,455











7,455U.S. Treasury and agencies


1,302



10







1,312Government-sponsored enterprise securities


19,605



200



(6
)


19,799Corporate debt securities


50,343



630



(29
)


50,944Subtotal  Restricted investments


78,705



840



(35
)


79,510Total

$
770,574


$
8,207


$
(1,090
)

$
777,691   December 31, 2009Gross


GrossAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


ValueU.S. Treasury and agencies

$
7,997


$
32


$



$
8,029Government-sponsored enterprise securities


34,667



672



(29
)


35,310Corporate debt securities


107,283



1,099



(193
)


108,189Subtotal  Short-term investments


149,947



1,803



(222
)


151,528Government-sponsored enterprise securities


172,191



2,009



(673
)


173,527Corporate debt securities


208,824



2,106



(429
)


210,501Subtotal  Marketable securities


381,015



4,115



(1,102
)


384,028Restricted cash and cash equivalents


6,693











6,693Government-sponsored enterprise securities


20,316



394



(17
)


20,693Corporate debt securities


59,612



1,470



(31
)


61,051Subtotal  Restricted investments


86,621



1,864



(48
)


88,437Total

$
617,583


$
7,782


$
(1,372
)

$
623,993    F-14




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE C) 
    Investments (continued)
      Short-term
    investments, Marketable securities and Restricted
    investments  unrealized losses
    December 31, 2010Loss Position


Loss Positionfor Less Than


for Greater ThanTwelve Months


Twelve Months


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


LossesGovernment-sponsored enterprise securities

$
54,718


$
(13
)

$



$



$
54,718


$
(13
)Corporate debt securities


38,718



(18
)


1,536



(1
)


40,254



(19
)Subtotal  Short-term investments


93,436



(31
)


1,536



(1
)


94,972



(32
)Government-sponsored enterprise securities


100,983



(140
)










100,983



(140
)Corporate debt securities


65,392



(883
)










65,392



(883
)Subtotal  Marketable securities


166,375



(1,023
)










166,375



(1,023
)Government-sponsored enterprise securities


1,502



(6
)










1,502



(6
)Corporate debt securities


7,110



(29
)










7,110



(29
)Subtotal  Restricted investments


8,612



(35
)










8,612



(35
)Total

$
268,423


$
(1,089
)

$
1,536


$
(1
)

$
269,959


$
(1,090
)   F-15




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE C) 
    Investments (continued)
  
 Short-term
    investments, Marketable securities and Restricted
    investments  unrealized losses (continued)
  December 31, 2009Loss Position


Loss Positionfor Less Than


for Greater ThanTwelve Months


Twelve Months


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


LossesGovernment-sponsored enterprise securities

$
23,026


$
(29
)

$



$



$
23,026


$
(29
)Corporate debt securities


24,751



(181
)


4,474



(12
)


29,225



(193
)Subtotal  Short-term investments


47,777



(210
)


4,474



(12
)


52,251



(222
)Government-sponsored enterprise securities


154,032



(673
)










154,032



(673
)Corporate debt securities


76,595



(405
)


1,231



(24
)


77,826



(429
)Subtotal  Marketable securities


230,627



(1,078
)


1,231



(24
)


231,858



(1,102
)Government-sponsored enterprise securities


7,317



(17
)


14







7,331



(17
)Corporate debt securities


6,212



(31
)










6,212



(31
)Subtotal  Restricted investments


13,529



(48
)


14







13,543



(48
)Total

$
291,933


$
(1,336
)

$
5,719


$
(36
)

$
297,652


$
(1,372
)   other-than-temporary
  available-for-sale
   F-16




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE C) 
    Investments (continued)
  Other
    Information
    Short-term


Marketable


RestrictedInvestments


Securities


InvestmentsAmortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


ValueLess than one year

$
279,540


$
282,016


$



$



$
39,842


$
40,126Due in year two through year three










323,222



326,506



36,623



37,077Due in year four through year five










70,004



70,680



1,951



2,013Due after five years










19,103



18,979



289



294Total

$
279,540


$
282,016


$
412,329


$
416,165


$
78,705


$
79,510       Year Ended December 31,2010

2009

2008Proceeds on sale of investments prior to maturity

$
708,896


$
368,560


$
237,861Realized gains


1,673



7,026



34,113Realized losses


(1,976
)


(2,522
)


(479
)       (NOTE D) 
    Collaborations and U.S. Government Agreement
  Principal
    Agreements
  Agreements
    with GlaxoSmithKline
   F-17




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE D) 
    Collaborations
    and U.S. Government Agreement (continued)  Principal
    Agreements (continued)
  Agreements
    with GlaxoSmithKline (continued)
          Agreement
    with Novartis
  tm
   F-18




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE D) 
    Collaborations
    and U.S. Government Agreement (continued)  Principal
    Agreements (continued)
  Agreement
    with Novartis (continued)
    License
    Agreement and Manufacturing Services Agreement with Teva
    Biopharmaceuticals USA, Inc. (formerly CoGenesys)
    Collaboration
    reimbursements with respect to Novartis and GSK
    U.S.
    Government Agreement
   F-19




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE D) 
    Collaborations
    and U.S. Government Agreement (continued)  Other
    Collaborative and License Agreements
          (NOTE E) 
    Other
    Financial Information  Collaboration
    Receivables
     F-20




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE E) 
    Other
    Financial Information (continued)  
 Collaboration
    Receivables (continued)
    Inventory
    December 31,2010


2009Raw materials

$
12,641


$
4,293Work-in-process


23,426



9,512Finished goods


7,024



6,344$
43,091


$
20,149   Property,
    Plant and Equipment
    December 31,2010


2009Building (LSM)

$
204,151


$
204,151Laboratory and production equipment


96,462



94,644Computer equipment and software


39,296



38,793Land and improvements


30,521



30,521Leasehold improvements


26,678



25,046Furniture and office equipment


7,274



6,629Construction-in-progress


5,364



3,469409,746



403,253Less: accumulated depreciation


(156,624
)


(140,130
)$
253,122


$
263,123    F-21




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE E) 
    Other
    Financial Information (continued)  Accounts
    Payable and Accrued Expenses
    December 31,2010


2009Accounts payable

$
6,364


$
1,036Accrued clinical trial costs


13,665



22,083Other accrued expenses


21,769



15,250$
41,798


$
38,369     Collaboration
    Payable
    (NOTE F) 
    Long-Term
    Debt    December 31,Debt

Interest Rate


Maturities


2010


200921/4% Convertible
    Subordinated Notes due 2011


2.25
%


October 2011


$
188,620


$
178,10421/4% Convertible
    Subordinated Notes due 2012


2.25
%


August 2012



184,231



171,703372,851



349,807BioMed lease financing


11.0
%


May 2026



250,516



248,628623,367



598,435Less current portion










(188,620
)


$
434,747


$
598,435  F-22




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE F) 
    Long-Term
    Debt (continued)    2011

$
197,1002012


206,7402013


2014


2015


1872016 and thereafter


52,774$
456,801     1 4 1 4 Debt 1 4 1 4 1 4 1 4 1 4 1 4 1 4 1 4 1 4 1 4
  1 4 1 4
 F-23




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE F) 
    Long-Term
    Debt (continued)  1 4 1 4 1 4 1 4 1 4 1 4 1 4 1 4 1 4 1 4
  1 4 1 4
    December 31,2010


2009Carrying


Fair


Carrying


FairAmount


Value


Amount


Value21/4% Convertible
    Subordinated Notes due 2011

$
188,620


$
320,311


$
178,104


$
402,08421/4% Convertible
    Subordinated Notes due 2012


184,231



314,245



171,703



372,150BioMed lease financing


250,516



266,016



248,628



265,293$
623,367


$
900,572


$
598,435


$
1,039,527     December 31, 2010Face


Unamortized


CarryingValue


Debt Discount


Amount21/4% Convertible
    Subordinated Notes due 2011

$
197,100


$
(8,480
)

$
188,62021/4% Convertible
    Subordinated Notes due 2012


206,740



(22,509
)


184,231$
403,840


$
(30,989
)

$
372,851   F-24




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE F) 
    Long-Term
    Debt (continued)  December 31, 2009Face


Unamortized


CarryingValue


Debt Discount


Amount21/4% Convertible
    Subordinated Notes due 2011

$
197,100


$
(18,996
)

$
178,10421/4% Convertible
    Subordinated Notes due 2012


206,750



(35,047
)


171,703$
403,850


$
(54,043
)

$
349,807         (NOTE G) 
    Commitments
    and Other Matters  Leases
    Year Ending December 31,2011

$
20,8762012


21,2412013


21,6132014


21,9932015


22,3802016 and thereafter


238,496$
346,599      F-25




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE G) 
    Commitments
    and Other Matters (continued)  
 Leases
    (continued)
                401(k)
    Plan
    Contingent
    Liabilities
   F-26




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
  (NOTE H) 
    Stockholders
    Equity  Public
    Offerings of Common Stock
    Stock-based
    Compensation Plans
    Year Ended December 31,2010


2009


2008Employee stock option and employee stock purchase plan

$
24,277


$
11,935


$
17,630Restricted stock units


1,068



589



647Restricted stock awards


85







316Total

$
25,430


$
12,524


$
18,593     Stock
    Incentive Plan
  Stock Options
     F-27




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE H) 
    Stockholders
    Equity (continued)  
 Stock-based
    Compensation Plans (continued)
  
 Stock
    Incentive Plan (continued)
    Weighted-AverageRemainingWeighted-Average


Contractual Term


Aggregate IntrinsicShares


Exercise Price


(years)


Value(1)Outstanding at January 1, 2010


24,601,174


$
13.62



5.85


$
476,728Granted


5,309,761



30.36Exercised


(3,600,641
)


10.51







66,779Forfeited


(440,817
)


9.09Expired


(1,840,789
)


57.13Outstanding at December 31, 2010


24,028,688



14.55



6.32



275,278Vested and expected to vest at December 31, 2010


23,184,862



14.47



6.24



266,731Exercisable at December 31, 2010


15,715,563



12.46



5.09



200,972     (1)
    
    Aggregate intrinsic value includes only options in which the
    exercise price of the option is less than the market value of
    the Companys stock on December 31, 2010, or for
    exercised options, the intrinsic value on the exercise date.    Options Outstanding


Options ExercisableWeighted-AverageRemaining


Weighted-AverageNumber


Contractual


Exercise


Number


Weighted-AverageRange of Exercise Price

Outstanding


Life (In Years)


Price


Exercisable


Exercise Price$0.52 to $10.00


7,414,134



7.28


$
3.71



4,113,051


$
4.67$10.01 to $12.50


7,237,748



4.93



10.95



7,021,482



10.96$12.51 to $15.00


2,534,306



3.73



12.85



2,531,487



12.85$15.01 to $35.00


6,070,839



8.60



29.08



1,277,882



26.16$35.01 to $70.00


771,661



0.78



43.65



771,661



43.6524,028,688



6.32



14.55



15,715,563



12.46        F-28




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE H) 
    Stockholders
    Equity (continued)  
 Stock-based
    Compensation Plans (continued)
  
 Stock
    Incentive Plan (continued)
      Year Ended December 31,2010

2009

2008Expected life:Stock options

5.5 years

5.5 years

5.4 yearsEmployee stock purchase plan rights

1.0 years

1.0 years

1.0 yearsInterest rate

1.3% - 2.7%

1.4% - 2.8%

1.2% - 3.6%Volatility

55.0% - 65.4%

53.0% - 83.5%

41.9% - 57.3%Dividend yield

0%

0%

0%     Expected Life of Stock-based Awards
  Interest Rate
  Volatility
  Dividend Yield
  Restricted
    Stock
   F-29




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE H) 
    Stockholders
    Equity (continued)  
 Stock-based
    Compensation Plans (continued)
  
 Stock
    Incentive Plan (continued)
  :
  Weighted-AverageGrant-Date FairShares


ValueRestricted stock at January 1, 2010


205,737


$
6.39Granted


81,722



31.91Vested


(79,982
)


7.61Forfeited


(3,695
)


13.63Restricted stock at December 31, 2010


203,782



16.01Expected to vest at December 31, 2010


177,263



16.56   ,
    Compensation  Stock Compensation
  Employee
    Stock Purchase Plan
   F-30




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
  (NOTE I) 
    Income
    Taxes    Year Ended December 31,2010


2009


2008Federal income tax provision at 35%

$
(77,112
)

$
1,491


$
(91,416
)State taxes, net of federal tax benefit


(7,324
)


185



(14,161
)Tax credits, principally for research and development


428



(1,813
)


(3,500
)Research and development credit refunds






(1,274
)


Other


3,064



(3,303
)


3,447Change in valuation allowance on deferred tax asset


80,944



3,440



105,630$



$
(1,274
)

$
       Current


Long-TermAsset


Asset (Liability)December 31, 2010Net operating loss carryforward

$



$
796,645Research and development and other tax credit carryforwards






34,854Deferred revenue


2,182



761Lease termination charges






3,302Net unrealized gains on investments






(2,806
)Intangible assets


385



4,104Equity-based compensation






13,664Depreciation






18,633Unamortized debt discount






(11,922
)Reserves and accruals


7,453



10,968Deferred tax charge


5,909



18,712Other






1,43715,929



888,352Less valuation allowance


(15,929
)


(888,352
)$



$
   F-31




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE I) 
    Income
    Taxes (continued)  Current


Long-TermAsset


Asset (Liability)December 31, 2009Net operating loss carryforward

$



$
739,900Research and development and other tax credit carryforwards






35,282Deferred revenue


34,935



781Lease termination charges






3,957Net unrealized gains on investments






(2,885
)Intangible assets


394



4,602Equity-based compensation






11,561Depreciation






14,154Unamortized debt discount






(21,317
)Reserves and accruals


11,687



10,068Other






72647,016



796,829Less valuation allowance


(47,016
)


(796,829
)$



$
       Year Ended December 31,2010


2009


2008Current:Federal

$



$
(1,274
)

$
State










Foreign taxes










Deferred










$



$
(1,274
)

$
   with-and-without
   F-32




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE I) 
    Income
    Taxes (continued)    Income Taxes
    2010


2009


2008Balance as of January 1

$
30,022


$
30,282


$
29,611Gross increases related to prior year tax positions










62Gross decreases related to prior year tax positions


(803
)


(1,108
)


(558
)Gross increases related to current year tax positions


304



848



1,167Balance as of December 31

$
29,523


$
30,022


$
30,282     (NOTE J) 
    Facility-Related Exit Charges
  Exit or Disposal Cost Obligations
 F-33




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE J) 
    Facility-Related
    Exit Charges (continued)    Balance as of January 1, 2010

$
4,206Accretion recorded


278Subtotal


4,484Cash items


(1,533
)Balance as of December 31, 2010


2,951Less current portion


(2,251
)$
700   (NOTE K) 
    Fair
    Value Measurements      Level 1:

Observable inputs such as quoted prices (unadjusted) in active
    markets for identical assets or liabilities.Level 2:

Inputs other than quoted prices that are observable for the
    asset or liability, either directly or indirectly. These include
    quoted prices for similar assets or liabilities in active
    markets and quoted prices for identical or similar assets or
    liabilities in markets that are not active.Level 3:

Unobservable inputs that reflect the reporting entitys own
    assumptions.
    F-34




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE K) 
    Fair
    Value Measurements (continued)    Fair Value as of December 31, 2010Level 1


Level 2


Level 3Residential mortgage-backed securities

$



$
54,718


$
Government-sponsored enterprise securities






86,965



Asset-backed securities






12,988



Corporate debt securities






127,345



Short-term investments

$



$
282,016


$
Residential mortgage-backed securities

$



$
80,746


$
Government-sponsored enterprise securities






25,285



Asset-backed securities






58,904



Corporate debt securities






251,230



Marketable securities

$




416,165


$
Money market funds

$
7,455


$



$
U.S. Treasury securities


1,311







Residential mortgage-backed securities






6,496



Government-sponsored enterprise securities






13,303



Asset-backed securities






4,422



Corporate debt securities






46,523



Restricted investments

$
8,766


$
70,744


$
       sub-prime
   F-35




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE K) 
    Fair
    Value Measurements (continued)    (NOTE L) 
    Teva
    Biopharmaceuticals USA, Inc. (formerly CoGenesys)          (NOTE M) 
    Earnings
    Per Share    December 31,2010


2009


2008Numerator:Net income (loss) used for diluted net income (loss) per share

$
(233,231
)

$
5,659


$
(268,891
)Denominator:Weighted average shares outstanding


187,791,437



149,334,426



135,406,642Effect of dilutive securities:Employee stock options and restricted stock units






5,719,047



Weighted average shares used for diluted net income (loss) per
    share


187,791,437



155,053,473



135,406,642Diluted net income (loss) per share

$
(1.24
)

$
0.04


$
(1.99
)    F-36




---



##### 



HUMAN
    GENOME SCIENCES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share data)
   (NOTE M) 
    Earnings
    Per Share (continued)    (NOTE N) 
    Quarterly
    Financial Information (unaudited)    1st

    Quarter

2nd

    Quarter

3rd

    Quarter

4th

    Quarter2010Revenue

$
46,514


$
38,792


$
50,782


$
21,263Loss from operations


(37,773
)


(46,992
)


(29,826
)


(76,182
)Net loss


(47,877
)


(56,863
)


(40,859
)


(87,632
)Net loss per share, basic and diluted


(0.26
)


(0.30
)


(0.22
)


(0.46
)2009Revenue

$
177,277


$
26,681


$
18,834


$
52,957Income (loss) from operations


97,795



(53,414
)


(37,964
)


(229
)Net income (loss)


129,813



(65,411
)


(49,003
)


(9,740
)Net income (loss) per share, basic


0.96



(0.48
)


(0.32
)


(0.06
)Net income (loss) per share, diluted


0.85



(0.48
)


(0.32
)


(0.06
)      F-37