Exhibit 10.12




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TABLE OF CONTENTS
 Page1. Demise of Leased Premises
    
    
    12. Certain Definitions
    
    
    13. Title
    
    
    94. [Intentionally Omitted]
    
    
    105. Use of Leased Premises
    
    
    106. Term; Purchase Option
    
    
    107. Rent
    
    
    148. Net Lease; Non-Terminability
    
    
    169. Payment of Impositions; Compliance with Law and Restrictive Covenants
    
    
    1710. Liens; Recording and Title; Easements
    
    
    1811. Indemnification
    
    
    1812. Tenants Equipment; Building Equipment; Maintenance and Repair
    
    
    1913. Alterations
    
    
    2014. Condemnation
    
    
    2115. Insurance
    
    
    2316. Casualty and Restoration
    
    
    2517. Assignment and Subletting
    
    
    2718. Permitted Contests
    
    
    2819. Default Provisions
    
    
    2920. Additional Rights of Landlord
    
    
    3321. Inspection
    
    
    3422. Notices, Demands and Other Instruments
    
    
    3423. Estoppel Certificates
    
    
    3424. No Merger
    
    
    3525. Representations and Warranties of Tenant
    
    
    3526. Affirmative Covenants of Tenant
    
    
    3627. Negative Covenants of Tenant
    
    
    3928. Non-Recourse
    
    
    4029. Separability
    
    
    4130. Subordination
    
    
    41
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TABLE OF
CONTENTS
 Page31. Binding Effect
    
    
    4232. Headings
    
    
    4233. Environmental Matters
    
    
    4234. Quiet Enjoyment
    
    
    4635. Dealings With Credit Facility Provider
    
    
    4636. Nature of Transaction
    
    
    4637. Grant of Lien and Future Assurances
    
    
    4738. Miscellaneous
    
    
    51
 LIST OF EXHIBITS
 EXHIBIT A
    
    Description of LandEXHIBIT B
    
    [Intentionally Omitted]EXHIBIT C
    
    List of Tenants EquipmentEXHIBIT D
    
    Schedule of Option Purchase PricesEXHIBIT E
    
    Notice and Payment Addresses
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AMENDED AND RESTATED LEASE AGREEMENT
  RECITALS
 Exhibit A
       AGREEMENTS
  Demise of Leased Premises
 Certain Definitions




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Act of Bankruptcy
 Accumulated Funding Deficiency
 Additional Improvements
 Additional Rent
 Affiliate
 Alterations
 Assignment
 Bankruptcy Code
 Bank
 Basic Rent
 Basic Rent Payment Date
 2




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Beneficiary
 Bond Documents
 Bond Purchase Drawing
 Bonds
 Building Equipment
 Code
 Collateral Pledge Agreement
 Commonly Controlled Entity
 Credit Facilities
 Credit Facility Agreements
 Credit Facility Documents
 Credit Facility Provider
 Deed of Trust
 Default Rate
 3




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Encumbrances
 ERISA
 Event of Default
 Exchange Act
 GAAP
 Hedge
 Hedge Agreement
 Hedge Counterparty
 Hedge Documents
 Impositions
 4




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Improvements
 Indenture
 Insurance and Award Trustee
 Land Exhibit A
 Landlord
 Landlords Bond Obligations
 Landlords Credit Facility Obligations
 Law
 Lease Documents
 Leased Premises
 Legal Requirements
 Letters of Credit
 5




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Letter of Credit Agreements
 Letter of Credit Documents
 LIBOR Rate
 Multiemployer Plan
 Net Award
 Net Proceeds
 Operative Documents
 Paying Agent
 Permitted Equipment Lien
 Permitted Use
 Person
 Plan
 Prohibited Transaction
 Rating Agency
 Registrar
 6




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Remarketing Agent
 Remarketing Agreement
 Rent Commencement Date
 Reportable Event
 Restrictive Covenants
 Series A Bonds
 Series A Bonds Letter of Credit
 Series A Bonds Letter of Credit Agreement
 Series B Bonds
 Series B Bonds Letter of Credit
 Series B Bonds Letter of Credit Agreement
 7




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State
 State Loans
 (a)
    
    Loan in the principal amount of $2,000,000, from the Maryland Department of
Business and Economic Development under the Maryland Industrial Land Act;(b)
    
    Loan in the principal amount of $3,000,000, made by the Maryland Department of
Business and Economic Development from the Maryland Industrial and Commercial
Redevelopment Fund; and(c)
    
    Loan in the principal amount of $2,000,000, made by the Maryland Department of
Business and Economic Development from the Maryland Economic Development Opportunities
Program Fund.
 State Loan Assignment
 State Loan Beneficiary
 State Loan Deed of Trust
 State Loan Documents
 Subsidiary or Subsidiaries
 Tenant Collateral
 Tenants Equipment
 8




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Term
 Trustee
 Voting Stock
 1997 Bond Beneficiary
 1997 Bond Deed of Trust
 1997 Deeds of Trust
 1997
Lease
 1997 Leased Premises
 Title
  9




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[Intentionally Omitted]
 Use of Leased Premises
  Term; Purchase Option
    10




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Exhibit D plus
  11




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12




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13




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Rent
  Exhibit E
  14




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plus
 plus
   15




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Exhibit
E
  Net Lease; Non-Terminability
   16




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Payment of Impositions; Compliance with Law and Restrictive Covenants
   17




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Liens; Recording and Title; Easements
    Indemnification
 18




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Tenants Equipment; Building Equipment; Maintenance and Repair
 Exhibit C
  19




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Alterations
  20




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Condemnation
  21




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22




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Insurance
    23




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24




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Casualty and Restoration
     25




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26




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Assignment and Subletting
  27




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Permitted Contests
 28




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Default Provisions
       29




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30




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31




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32




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Additional Rights of Landlord
    33




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Inspection
 Notices, Demands and Other Instruments Exhibit E Exhibit E
 Estoppel Certificates
 34




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No Merger
 Representations and Warranties of Tenant
 Good Standing
 Authority
 Binding Agreements
 Litigation
 35




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No Conflicting Agreements, Laws, etc
 Tax Returns
 Place of Business of Tenant
 Brokers
 ERISA
 Affirmative Covenants of Tenant
 Reporting Requirements
 36




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Taxes and Claims
 Insurance
 37




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Corporate Existence
 Compliance with Laws
 Books and Records
 Employment Count
 Equal Employment
 Drug and Alcohol Free Workplace
    38




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Negative Covenants of Tenant
    39




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Non-Recourse
     40




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Separability
 Subordination
   41




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Binding Effect
 Headings
 Environmental Matters
  CAA et seq
 CERCLA et seq
 CWA et seq
 Environmental Laws
 42




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Environmental Permits
 Hazardous Materials
 et seq
 RCRA et seq
 Release
 RHA et seq
 Right-To-Know Act et seq
 TSCA et seq
  43




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44




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45




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Quiet Enjoyment
 Dealings With Credit Facility Provider
 Nature of Transaction
 46




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Intent of the Parties
 Transactions to be Regarded as Loans
 Mortgage Lien mortgaged granted, bargained, sold, conveyed confirmed mortgage, grant, bargain, sell, convey confirm,
 Security Agreement possession by the secured party
 47




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Deed of Trust Mortgaged Property Subject
Leases provided, however, Subject Contracts
 48




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Power of Sale Remedies
 Waiver. Tenant Acknowledges and agrees that if it defaults, a non-judicial foreclosure sale
of the Leased Premises, if permitted by law, may be conducted without a hearing of any kind and
without notice beyond the publication and posting of the notice of sale as required by law. tenant
hereby waives to the extent permitted by law any rights it may have to any such hearing and
notice.
 UCC Remedies Personalty
 49




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Exhibit E
 Judicial Remedies
 Acceleration of Payments under the Letter of Credit Agreements and Other Operative
Documents
 Attorney-in-Fact
 50




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Miscellaneous
       51




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52




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53




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WITNESS/ATTEST:
    
    
    
    MARYLAND ECONOMIC DEVELOPMENT CORPORATION, LandlordBy:
    
    /s/ Robert C. Brennan
    
    (SEAL)Robert C. BrennanExecutive DirectorHUMAN GENOME SCIENCES, INC., TenantBy:
    
    /s/ H. Thomas Watkins
    
    (SEAL)H. Thomas WatkinsPresident and Chief Executive
Officer
 54




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EXHIBIT A
 DESCRIPTION OF LAND
  55




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EXHIBIT B




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EXHIBIT C
 Human Genome Sciences, Inc.
Pilot Plant Expansion
Excluded Equipment List




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EXHIBIT D
 SCHEDULE OF OPTION PURCHASE PRICES
  58




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EXHIBIT E
 NOTICE AND PAYMENT ADDRESSES
 If to Landlord:Notices:
    
    Maryland Economic Development Corporation100 N. Charles Street, Suite 630Baltimore, Maryland 21201Attention: Executive Directorwith a copy to:Teri M. Guarnaccia, EsquireBallard Spahr LLP300 East Lombard Street, 18th FloorBaltimore, Maryland 21202Payments:
    
    Basic RentBy Electronic Transfer:Manufacturers and Traders Trust CompanyBaltimore, Maryland 21201By Mail:MEDCO100 N. Charles Street, Suite 630Baltimore, Maryland 21201Attention: Executive DirectorIf to Tenant:Notices:
    
    Human Genome Sciences, Inc.14200 Shady Grove RoadRockville, Maryland 20850Attention: James H. DavisExecutive Vice President, General Counseland Secretary
 59




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If to Bank:Notices:
    
    Manufacturers and Traders Trust Company1 Research Court, Suite 400Rockville, Maryland 20850Attention: Arthur L. PerraudManufacturers and Traders Trust Company25 South Charles Street, 11th FloorBaltimore, Maryland 21201Attention: Letter of Credit Departmentwith a copy to:Nancy R. Little, EsquireMcGuireWoods LLPOne James Center901 East Cary StreetRichmond, Virginia 23219If to State:Notices:
    
    Department of Business and Economic Development217 East Redwood Street, 22nd FloorBaltimore, Maryland 21202Attention: Director of Community Financing GroupPrograms
 60