Exhibit 10.14




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COLLATERAL PLEDGE AGREEMENT
  RECITALS




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Grant of Security Interest; Custody; Perfection Exhibit A
     Minimum Collateral Value
 Investment; Preservation of Collateral Exhibit B




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Pledgors Representations and Warranties and Covenants
 (i)
    
    it has received value (as defined in Section 1-201 (44) of the Maryland Uniform
Commercial Code),(ii)
    
    it has the right to create a security interest in the Collateral,(iii)
    
    the Collateral is not subject to the interest of any third person,(iv)
    
    the Pledgor will defend the Collateral against the claims and demands of all
third parties,(v)
    
    all statements provided by Pledgor relating to the Collateral relied upon by
the Pledgee prior to, contemporaneous with or subsequent to execution of this Agreement
are or shall be true, correct, complete, valid and genuine in all material respects,(vi)
    
    it has taken or caused other persons to take all actions necessary to effect
the creation and perfection of the Pledgees security interest in the Collateral, and
has caused to be filed with the Maryland State Department of Assessments and Taxation,
the Secretary of State of the jurisdiction of organization of the Pledgor, and, if the
Account is maintained in a different jurisdiction, the Secretary of State of the
jurisdiction in which the Account is maintained, UCC-1 financing statements naming the
Pledgor as debtor and the Pledgee as a secured party and evidencing the lien or pledge
created by this Agreement, and, together with the book entries described above, such
actions taken with respect to the Collateral pursuant to this Agreement create a valid
and perfected first priority security interest in the Collateral, pursuant to the
Maryland Uniform Commercial Code,(vii)
    
    it has full power, authority and legal right to enter into this Agreement and
to pledge and grant a lien on the Collateral pursuant to this Agreement, and this
Agreement has been duly authorized, executed and delivered by Pledgor and constitutes
the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in
accordance with its terms,(viii)
    
    no authorization, consent, approval, license, qualification or formal exemption from,
nor any filing, declaration or registration with, any court, governmental




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authority, or with any securities exchange is required in connection with (A) the
due execution, delivery or performance by Pledgor of this Agreement, (B) the
assignment of, and the grant of a lien on (including priority thereof), the
Collateral by Pledgor in the manner and for the purpose contemplated by this
Agreement, or (C) the exercise of the rights and remedies of Pledgee created hereby
except those that have been obtained or made concurrently with the execution hereof,
including, without limitation, filings in the appropriate offices under the Maryland
Uniform Commercial Code,(ix)
    
    Neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated, nor compliance with the terms and provisions
hereof will conflict with or result in a breach of, Pledgors formation agreements, any
applicable law or regulation, or any order, writ, injunction or decree of any court or
governmental authority binding on Pledgor, or any agreement or instrument to which
Pledgor is a party or by which Pledgor is bound or to which any of the Collateral is
subject, or result in the creation or imposition of any lien upon Pledgors earnings or
assets pursuant to the terms of any such agreement or instrument,(x)
    
    the pledge of the Collateral to the Pledgee is not done in contemplation of
insolvency or bankruptcy or with an intent to hinder, delay or defraud any of Pledgors
creditors,(xi)
    
    it is not insolvent immediately before signing this Agreement and is not being
rendered insolvent by the pledge of the Collateral to the Pledgee, and(xii)
    
    it will not pledge, assign or grant a security interest in the Collateral to
any person other than the Pledgee.
 Partial Release of Collateral
 Deposits to Account




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Substitutions
 Investment Earnings
 Reporting Requirements
 Authority Over Account; Limitations on Withdrawals
 Default; Remedies Upon Default




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Costs and Expenses
 Further Assurances
 Release, Indulgences, etc
 Liability, Duties, and Resignation of Collateral Agent.




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Notices
 If to the Pledgor at:
    
    Human Genome Sciences, Inc.14200 Shady Grove RoadRockville, Maryland 20850Attention: James H. Davis, Executive Vice President,General Counsel and SecretaryTel: (301) 251-6039Fax: (301) 517-8831If to the Pledgee at:
    
    Manufacturers and Traders Trust Company1 Research Court, Suite 400Rockville, Maryland 20850Attention: Arthur L. PerraudSenior Relationship ManagerTel: (240) 632-7808Fax: (240) 632-2621If to the Collateral
Agent at:
    
    Manufacturers and Traders Trust Company25 South Charles Street, 16th FloorMail Code MD2-CS58Baltimore, Maryland 21201Attention: Sabrina ThomasTel: (410) 545-2193Fax: (410) 244-4236
 Miscellaneous




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Termination




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WITNESS:
    
    HUMAN GENOME SCIENCES, INC.,

as PledgorBy:
    /s/ H. Thomas Watkins
    
    (SEAL)Name:
    H. Thomas WatkinsTitle:
    President and Chief Executive
OfficerWITNESS:
    
    MANUFACTURERS AND TRADERS TRUST,
COMPANY, as PledgeeBy:
    /s/ Arthur L. Perraud
    
    (SEAL)Name:
    Arthur L. PerraudTitle:
    Vice PresidentWITNESS:
    
    MANUFACTURERS AND TRADERS TRUST COMPANY, as Collateral
AgentBy:
    /s/ Cassandra J. Cole
    
    (SEAL)Name:
    Cassandra J. ColeTitle:
    Vice President




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Exhibit A
 DESCRIPTION OF ACCOUNT
 Account Owner
    
    Account Name
    
    Account NumberHuman Genome Sciences




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Exhibit B
 PERMITTED INVESTMENTS