Exhibit 10.11




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SECTION
    
    
    
    PAGERECITALS
    
    
    
    
    1AGREEMENTS
    
    
    
    
    1
 
 Section 1.1
    
    Definitions
    
    
    2Section 1.2
    
    Rules of Construction
    
    
    8
 
 Section 2.1
    
    Effective Date of Reimbursement Agreement; Duration of Term
    
    
    8
 
 Section 3.1
    
    Reimbursement and Other Payments
    
    
    9Section 3.2
    
    Payments due Upon Expiration of Letter of Credit
    
    
    11Section 3.3
    
    Late Payments
    
    
    11Section 3.4
    
    Increased Costs Due to Change in Law
    
    
    12Section 3.5
    
    Computation
    
    
    13Section 3.6
    
    Payment Procedure
    
    
    13Section 3.7
    
    Business Days
    
    
    13
 
 Section 4.1
    
    Obligations Absolute
    
    
    13
 
 Section 5.1
    
    Representations, Warranties and Undertakings
    
    
    14
 
 Section 6.1
    
    Affirmative Covenants of Lessee
    
    
    15
 -i-




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Section 7.1
    
    Indemnification of Bank
    
    
    16Section 7.2
    
    Indemnification Under Letter of Credit and Letter of Credit Agreement
    
    
    17
 
 Section 8.1
    
    Events of Default Defined
    
    
    17Section 8.2
    
    Remedies on Default
    
    
    19Section 8.3
    
    No Remedy Exclusive
    
    
    20Section 8.4
    
    Agreement to Pay Attorneys Fees and Expenses
    
    
    21Section 8.5
    
    Waiver of Event of Default; No Additional Waiver Implied by One Waiver
    
    
    21
 
 Section 9.1
    
    Notices
    
    
    21Section 9.2
    
    [Intentionally Omitted]
    
    
    22Section 9.3
    
    [Intentionally Omitted]
    
    
    22Section 9.4
    
    Binding Effect
    
    
    22Section 9.5
    
    Illegality; Severability
    
    
    22Section 9.6
    
    Assignment
    
    
    22Section 9.7
    
    Consent to Jurisdiction; Service of Process; Waiver of Jury Trial
    
    
    23Section 9.8
    
    Further Assurances and Corrective Instruments
    
    
    23Section 9.9
    
    Right to Perform; Advances by Bank
    
    
    23Section 9.10
    
    Amendments, Changes and Modifications
    
    
    24Section 9.11
    
    Execution of Counterparts
    
    
    24Section 9.12
    
    Law Governing Construction of Agreement
    
    
    24Section 9.13
    
    Effective Date
    
    
    24Section 9.14
    
    Conflicting Agreements
    
    
    24Section 9.15
    
    Set-off
    
    
    24
 -ii-




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REIMBURSEMENT AGREEMENT
  RECITALS
        AGREEMENTS
  1




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Definitions
       et seq.
    2




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3




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4




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5




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plus
   6




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7




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ACCOUNTING TERMS
  Rules of Construction
      
 Effective Date of Reimbursement Agreement; Duration of Term and
 and
 8




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Reimbursement and Other Payments
     Section 4.7 Section 14.9
 9




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Section
4.1 Section
5.4
  Section 4.6
    10




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Payments due Upon Expiration of Letter of Credit
 Late Payments
 11




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Increased Costs Due to Change in Law
        12




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Computation
 Payment Procedure
 Business Days
   Obligations Absolute
 13




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Representations, Warranties and Undertakings
 Authority
 Binding Agreements
 Litigation
 No Conflicting Agreements, Laws, etc
 Liens or Security Interests
 Full Disclosure
 14




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Affirmative Covenants of Lessee
 Financial Statements
     Taxes and Claims
 15




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Compliance with Laws
 Books and Records
   Indemnification of Bank
  16




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Indemnification Under Letter of Credit and Letter of Credit Agreement
    Events of Default Defined
    17




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18




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Remedies on Default
    19




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No Remedy Exclusive
 20




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Agreement to Pay Attorneys Fees and Expenses
 Waiver of Event of Default; No Additional Waiver Implied by One Waiver
    Notices Principal Office
 Bank:
    
    Manufacturers and Traders Trust Company25 South Charles Street, 11th FloorBaltimore, Maryland 21201Attention: Letter of Credit DepartmentandManufacturers and Traders Trust Company1 Research Court, Suite 400Rockville, Maryland 20850Attention: Arthur L. Perraud
 21




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with a copy to:Nancy R. Little, EsquireMcGuireWoods LLPOne James Center901 East Cary StreetRichmond, Virginia 23219Lessee:
    
    Human Genome Sciences, Inc.14200 Shady Grove RoadRockville, Maryland 20850Attention: James H. Davis, Executive Vice President, GeneralCounsel and Secretary
  [INTENTIONALLY OMITTED].
 [INTENTIONALLY OMITTED].
 Binding Effect
 Illegality; Severability
 Assignment
 22




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Consent to Jurisdiction; Service of Process; Waiver of Jury Trial
      Further Assurances and Corrective Instruments
 Right to Perform; Advances by Bank
 23




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Amendments, Changes and Modifications
 Execution of Counterparts
 Law Governing Construction of Agreement
 Effective Date
 Conflicting Agreements
 Set-off
  24




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WITNESS:

    HUMAN GENOME SCIENCES, INC., as LesseeBy:

/s/
H. Thomas Watkins
    (SEAL)Name:
    H. Thomas WatkinsTitle:

President
and Chief Executive OfficerWITNESS:

    MANUFACTURERS AND TRADERS TRUSTCOMPANY, as BankBy:

/s/
Arthur L. Perraud
    (SEAL)Name:
    Arthur L. PerraudTitle:

Vice
President 25