by GSK or any of its Affiliates during the Term that claim the Development and/orCommercialization of belimumab or Collaboration Product.     **1.3**Except as set forth herein, all other capitalized terms herein shall have the same meaningas defined in the Agreement.**2.****AMENDMENTS.**     **2.1**The Parties amend Section 1.16 of the Agreement as follows:“Collaboration Technology” shall mean HGS Existing Patent Rights, HGS Existing Know-How, GSKExisting Patent Rights, GSK Arising Patent Rights, GSK Arising Know-How, HGS Arising Patent Rights,HGS Arising Know-How, Joint Arising Patent Rights and Joint Arising Know-How.”     **2.2**The Parties agree that each reference to “GSK Arising Patent Rights” shall be amended to“GSK Existing Patent Rights, GSK Additional Patent Rights and GSK Arising Patent Rights” in thefollowing provisions of the Agreement: Sections 2.2.1, 2.5, 12.4.1 and 12.4.3.     **2.3**The Parties agree that each reference to “Collaboration Technology” shall be amended to“Collaboration Technology and GSK Additional Patent Rights” in the following provisions of theAgreement: Sections 2.3.3, 2.3.4 and 13.6.     **2.4**The Parties agree that each reference to “GSK Arising Patent Rights” shall be amended to“GSK Existing Patent Rights and GSK Arising Patent Rights” in the following provisions of theAgreement: Sections 10.1, 10.2.1, 10.2.3, 10.4.4, 10.4.5 and 13.5.     **2.5**Notwithstanding any terms to the contrary in this Amendment or in the Agreement, HGS shallhave no responsibility or obligation to GSK for any costs or expenses relating to the GSK ExistingPatent Rights incurred prior to the Amendment No. 1 Date.     **2.6**Notwithstanding any terms to the contrary in this Amendment or in the Agreement, Section10.4.6 of the Agreement shall not apply to any statements regarding the GSK Existing Patent Rightsmade by HGS prior to the Amendment No. 1 Date.
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     **2.7**The Parties agree that the following wording shall be added to the end of Section 12.4.2:“Furthermore, all rights and licenses granted hereunder by GSK to HGS under the GSK AdditionalPatent Rights shall immediately terminate and HGS shall have no right to any continued use of theGSK Additional Patent Rights. Upon request from HGS, GSK shall negotiate in good faith terms underwhich HGS could continue to exercise rights underthe GSK Additional Patent Rights in relation to Collaboration Products.”**3.****COMMUNITY OF LEGAL INTEREST.**     **3.1**For the avoidance of doubt, the Parties hereby acknowledge that they have a common legalinterest in enforcing and defending the GSK Existing Patent Rights and GSK Additional PatentRights, and the Community of Legal Interest Agreement entered into by the Parties dated1st August 2006 also applies to the GSK Existing Patent Rights and GSK Additional PatentRights for the term of this Amendment.**4.****APPROVAL OF GLAXOSMITHKLINE LLC**     **4.1**GlaxoSmithKline LLC (“SBCorp”) hereby consents to GSK granting to HGS rights underSBCorp’s interests in the GSK Additional Patent Rights on the terms set out in this Amendment. Tothe extent that SBCorp needs to grant GSK a license under the GSK Additional Patent Rights in orderto enable GSK to grant the rights herein to HGS, SBCorp hereby grants such license.**5.****TERM**     **5.1**Term. The terms of this Amendment shall be effective from the Effective Date ofthe Agreement and shall continue until the expiry or termination of the Agreement.**6.****MISCELLANEOUS**     **6.1**All other terms and conditions of the Agreement shall remain in full force and effect.This Amendment, together with the Agreement, the Community of Legal Interest Agreement dated1st August 2006, the Side Letter Agreement dated 14th April 2008, and theSide Letter Agreement dated 24th June 2009, constitutes the entire agreement between theParties relating to the subject matter hereof and supersedes all previous writings andunderstandings relating to such subject matter.     **6.2**This Agreement may be executed in counterparts with the same effect as if HGS, GSK andSBCorp had signed the same document. All such counterparts shall be deemed an original, shall beconstrued together and shall constitute one and the same instrument.*[Signature PageFollows]*
 

 
     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respectiveduly authorized officers as of the Amendment No. 1 Date.      **HUMAN GENOME SCIENCES, INC.**       By: /s/ James H. Davis       Name: James H. Davis  Title: Executive Vice President & General Counsel       **GLAXO GROUP LIMITED**       By: /s/ Paul Williamson       Name: Paul Williamson  Title: Corporate Director       **GLAXOSMITHKLINE LLC (formerly known as**