exv10w14






Exhibit 10.14




COLLATERAL PLEDGE AGREEMENT




among



HUMAN GENOME SCIENCES, INC.,

as Pledgor,




MANUFACTURERS AND TRADERS TRUST COMPANY,

as Pledgee




and



MANUFACTURERS AND TRADERS TRUST COMPANY,

acting in its capacity as Collateral Agent




Dated as of December 1, 2009



$23,000,000

Maryland Economic Development Corporation

Taxable Variable Rate Demand/Fixed Rate Revenue Bonds



(Human Genome Sciences, Inc. Facility)

1997 Issue




and



$17,500,000

Maryland Economic Development Corporation

Taxable Variable Rate Demand/Fixed Rate Revenue Bonds



(Human Genome Sciences, Inc. Facility)

Series 1999 A and B




 











 









 








COLLATERAL PLEDGE AGREEMENT




     THIS COLLATERAL PLEDGE AGREEMENT (this “Agreement”) is dated as of December 1, 2009, and is
among HUMAN GENOME SCIENCES, INC., a Delaware corporation (the “Pledgor”), MANUFACTURERS AND
TRADERS TRUST COMPANY, a New York banking corporation (the “Pledgee”), and MANUFACTURERS AND
TRADERS TRUST COMPANY, a New York banking corporation, acting in its capacity as Collateral Agent
(the “Collateral Agent”).



RECITALS




     Pursuant to, and in accordance with the provisions of Article 83A, Title 5, Subtitle 2 of the
Annotated Code of Maryland, as amended from time to time (the “Act”), the Maryland Economic
Development Corporation, a body politic and corporate and a public instrumentality of the State of
Maryland (the “Issuer”) issued and sold its Taxable Variable Rate Demand/Fixed Rate Revenue Bonds
(Human Genome Sciences, Inc. Facility), 1997 Issue, in the aggregate principal amount of
$23,000,000 (the “1997 Bonds”) for the sole and exclusive purpose of financing a portion of (1) the
acquisition of approximately 10 acres of land located in Montgomery County, Maryland (the “Land”)
and (2) the construction of a process development and manufacturing plant on the Land containing
approximately 84,000 square feet (the “Building”). The Land and the Building are collectively
referred to as the “Facility.” The Issuer currently leases the Facility to the Pledgor pursuant
to a Lease Agreement dated as of December 1, 1997, as amended or supplemented from time to time.



     The 1997 Bonds were issued pursuant to a Trust Indenture dated as of December 1, 1997, by and
between the Issuer and FMB Trust Company, National Association (now known as Manufacturers and
Traders Trust Company) (the “Trustee”).



     In order to enhance the marketability of the 1997 Bonds, at the request of the Issuer and the
Lessee, Allfirst Bank (“Allfirst”), predecessor in interest to the Pledgee, issued to the Trustee
Allfirst’s irrevocable transferable direct-pay letter of credit to provide payment for and secure
the payment of the principal of and interest on, and the purchase price of, the 1997 Bonds (the
“1997 Bonds Letter of Credit”).



     Pursuant to, and in accordance with the Act, the Issuer subsequently issued and sold its
Taxable Variable Rate Demand/Fixed Rate Revenue Bonds (Human Genome Sciences, Inc. Facility)
Series 1999 A and B, in the aggregate principal amount of $17,500,000 (the “1999 Bonds”) for the
sole and exclusive purpose of financing a portion of the costs of improving and equipping a 43,000
square-foot (approximate) addition to the Building (the “Additional Improvements”). The Issuer
currently leases the Additional Improvements to the Pledgor pursuant to an Amended and Restated
Lease Agreement of even date herewith.



     The 1999 Bonds were issued pursuant to a Trust Indenture dated as of December 1, 1999, by and
between the Issuer and the Trustee’s predecessor in interest, Allfirst Trust Company, National
Association, which Trust Indenture has subsequently been amended and restated in its entirety
pursuant to an Amended and Restated Trust Indenture of even date herewith.



 









 





     In order to enhance the marketability of the Series 1999 A Bonds, at the request of the Issuer
and the Pledgor, Allfirst issued to the Trustee Allfirst’s irrevocable transferable direct-pay
letter of credit to provide payment for and secure the payment of the principal of and interest on,
and the purchase price of, the Series 1999 A Bonds (the “Series 1999 A Bonds Letter of Credit”).



     In order to enhance the marketability of the Series 1999 B Bonds, at the request of the Issuer
and the Pledgor, First Union National Bank (“First Union”) issued to the Trustee First Union’s
irrevocable transferable direct-pay letter of credit to provide payment for and secure the payment
of the principal of and interest on, and the purchase price of, the Series 1999 B Bonds (the “First
Union Series 1999 B Bonds Letter of Credit”).



     The 1997 Bonds Letter of Credit, the Series 1999 A Bonds Letter of Credit and the First Union
Series 1999 B Bonds Letter of Credit each expire on December 15, 2009.



     At the request of the Issuer and the Pledgor, the Pledgee, as successor in interest to
Allfirst, has agreed to extend the 1997 Bonds Letter of Credit and the Series 1999 A Bonds Letter
of Credit.



     At the request of the Issuer and the Pledgor, in substitution for the First Union Series 1999
B Bonds Letter of Credit, the Pledgee has agreed to issue the Pledgee’s irrevocable transferrable
direct-pay letter of credit to provide payment for and secure the payment of the principal of and
interest on, and the purchase price of, the Series 1999 B Bonds (the “Substitute Series 1999 B
Bonds Letter of Credit”).



     As a condition precedent to the extension of the 1997 Bonds Letter of Credit, the Pledgee has
required that the Pledgor enter into a Reimbursement Agreement of even date herewith pursuant to
which the Pledgor has agreed to reimburse the Pledgee for any draws made under the 1997 Bonds
Letter of Credit and for certain other items set forth therein (as amended or supplemented from
time to time, the “1997 Reimbursement Agreement”).



     As a condition precedent to the extension of the Series 1999 A Bonds Letter of Credit and the
issuance of the Substitute Series 1999 B Bonds Letter of Credit, the Pledgee has required that the
Pledgor enter into a Reimbursement Agreement of even date herewith pursuant to which the Pledgor
has agreed to reimburse the Pledgee for any draws made under the Series 1999 A Bonds Letter of
Credit and/or the Substitute Series 1999 B Bonds Letter of Credit and for certain other items set
forth therein (as amended or supplemented from time to time, the “1999 Reimbursement Agreement”
and, together with the 1997 Reimbursement Agreement, the “Reimbursement Agreements”).



     In order to secure the Pledgor’s obligations under the Reimbursement Agreements, the Pledgee
requires that the Pledgor post cash collateral and/or securities with a minimum market value of
$34,300,000 (the “Minimum Collateral Amount”).



     NOW, THEREFORE, in order to secure its obligations under the Reimbursement Agreements, the
Pledgor hereby covenants and agrees with the Pledgee as follows:



 









 





     1. Grant of Security Interest; Custody; Perfection. The Pledgor hereby pledges,
assigns and grants to the Pledgee a security interest in the cash and marketable securities on
deposit in the account maintained by the Pledgor with the Collateral Agent as described in
Exhibit A attached hereto and made a part hereof (the “Account”), the Account, and all
interest and other income thereon and all cash and noncash proceeds thereof (all of the foregoing
is herein collectively referred to as the “Collateral”) pursuant to the provisions of the Maryland
Uniform Commercial Code, in order to secure the Pledgor’s obligations under the Reimbursement
Agreements.



     The Collateral is to be held by the Collateral Agent on behalf of the Pledgee. The Pledgor
hereby agrees that the Pledgee shall have with respect to the Collateral the rights and remedies of
a secured party provided in the Maryland Uniform Commercial Code. The Collateral Agent will at all
times maintain the Account at its offices in the State of Maryland.



     As of the effective date of this Agreement, the Pledgor has pledged, assigned and granted to
the Pledgee a security interest in the Collateral and such Collateral and the Account have been
designated on the records of the Collateral Agent as subject to the security interest granted
pursuant to this Agreement in accordance with the provisions of the Maryland Uniform Commercial
Code. The Pledgor and the Collateral Agent hereby agree that all securities or other property
underlying any financial assets credited to the Account shall be registered in the name of the
Collateral Agent, endorsed to the Collateral Agent or in blank or credited to another securities
account maintained in the name of the Collateral Agent and in no case will any financial asset
credited to the Account be registered in the name of the Pledgor, payable to the order of the
Pledgor or specially indorsed to the Pledgor.



     The Collateral Agent hereby agrees that all property delivered to the Collateral Agent with
respect to the pledge and security intended hereby will be held in or credited to the Account. The
Collateral Agent further agrees that each item of property (including, without limitation, any
investment property, financial asset, security, instrument, general intangible or cash) credited to
the Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of
the Maryland Uniform Commercial Code.



     The Pledgor hereby directs the Collateral Agent, and the Collateral Agent hereby agrees, to
comply with all entitlement orders of the Pledgee with respect to the Collateral and the Account
without further consent of the Pledgor.



     3. Minimum Collateral Value. The Pledgor shall maintain on deposit, in the Account,
Collateral with an actual market value of not less than the Minimum Collateral Amount, taking into
account any penalties, fees, discounts or other amounts that could result in any reduction in the
actual cash value of any of the Collateral upon any liquidation or early termination of any
investments prior to the maturity date thereof.



     4. Investment; Preservation of Collateral. Funds held by the Collateral Agent
hereunder shall be invested and reinvested by the Collateral Agent upon written order of the
Pledgor only in Permitted Investments as described in Exhibit B attached hereto and made a
part hereof. Such investments shall be registered in the name of the Collateral Agent and held by
the Collateral Agent for the benefit of the Pledgee. The Collateral Agent shall not be responsible
or



 









 




liable for any loss suffered in connection with any investment of moneys made by it in
accordance with the Pledgor’s instruction.




     The Pledgor shall be responsible for the preservation of the Collateral in the Collateral
Agent’s possession and shall take all action necessary to preserve the rights of the Pledgee
against prior parties to the Collateral. Neither the Pledgee nor the Collateral Agent shall be
under any duty (a) to collect any of the Collateral or any moneys due or to become due thereunder,
(b) to give any notices with respect to the Collateral, (c) to preserve or maintain any of the
Collateral not in its possession, or (d) to preserve rights of the Pledgor against prior parties to
the Collateral. The Pledgee and the Collateral Agent shall be deemed to have exercised reasonable
care with respect to any of the Collateral in their possession if the Pledgee or the Collateral
Agent takes such action for that purpose as the Pledgor shall reasonably request in writing;
provided, however, that no failure to comply with any such request shall, of itself, be deemed a
failure to exercise reasonable care, and no failure to do any act not requested by the Pledgor
shall be deemed a failure to exercise reasonable care.



     5. Pledgor’s Representations and Warranties and Covenants. The Pledgor represents and
warrants and covenants that:




	 	(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




 









 












	 	 	 	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.





     6. Partial Release of Collateral. Provided no Event of Default under this Agreement
has occurred and is continuing, when the actual market value of the Collateral exceeds the Minimum
Collateral Amount, the Pledgor shall have the right to request that the Pledgee release from the
security interest granted pursuant to this Agreement Collateral in an amount equal to such excess;
provided, however, the Pledgor shall not have the right to request such a release more than one
time in any quarter. In the event that the Pledgor shall request that the Pledgee release
Collateral from the security interest granted pursuant to this Agreement, the Pledgee shall not
liquidate any Collateral for purposes of honoring such request without the prior written consent of
the Pledgor.



     7. Deposits to Account. If at any time the actual market value of the Collateral is
less than the Minimum Collateral Amount, the Pledgor shall within two (2) business days deposit to
the Account and designate on the records of the Collateral Agent as subject to the security
interest granted pursuant to this Agreement cash or marketable securities in an amount equal to the
difference, between (a) the Minimum Collateral Amount, and (b) the actual market value of the
Collateral. The Collateral Agent shall notify the Pledgor in writing of the amount to be deposited
hereunder and the Pledgor shall promptly provide the Pledgee with evidence reasonably satisfactory
to the Pledgee that such deposit has been made.



     Other than with respect to reporting requirements regarding the Collateral, the Collateral
Agent shall have no obligations or responsibilities hereunder to any parties hereto with respect to
any accounts of the Pledgor other than the Account. Notwithstanding the foregoing, however,



 









 




nothing herein provided shall abrogate the Collateral Agent’s responsibilities to the Pledgor
with respect to any other accounts managed or held by the Collateral Agent for or on behalf of the
Pledgor.




     8. Substitutions. Provided no Event of Default under this Agreement has occurred and
is continuing, the Pledgor may at any time and from time to time substitute cash and marketable
securities for the Collateral on deposit in the Account; provided, however, the actual market value
of the Collateral shall at all times be equal to or greater than the Minimum Collateral Amount.



     9. Investment Earnings. Provided no Event of Default under this Agreement has
occurred and is continuing, when the actual market value of the Collateral equals at least Minimum
Collateral Amount, investment earnings on the Collateral shall, on the last day of each quarter
thereafter, be distributed to the Pledgor. In connection with the distribution of any investment
earnings on the Collateral pursuant to this Paragraph 9, the Pledgee shall not liquidate any
Collateral for purposes of making such distribution without the prior written consent of the
Pledgor.



     10. Reporting Requirements. Not more than five (5) business days following the end of
each calendar month, the Collateral Agent shall furnish to the Pledgee and the Pledgor a statement
of the actual market value of the Collateral on deposit in the Account.



     11. Authority Over Account; Limitations on Withdrawals. The Pledgee shall have sole
authority over withdrawals of the Collateral from the Account and no withdrawal of the Collateral
from the Account shall be made except upon the written instructions of the Pledgee signed by an
authorized officer of the Pledgee; provided, however, such withdrawals shall only be permitted when
there is an Event of Default pursuant to this Agreement or when the Pledgee is releasing excess
funds pursuant to Paragraphs 6, 8 or 9 hereof. Any written instructions from the Pledgee shall
permit withdrawals within two (2) business days from the date thereof. In relying upon such written
instructions from the Pledgee, the Collateral Agent shall have no liability other than for its
negligence or willful misconduct.



     12. Default; Remedies Upon Default. The occurrence of any one or more of the
following events shall constitute an Event of Default under this Agreement: (a) an event of
default under either of the Reimbursement Agreements; or (b) failure of the Pledgor to perform,
observe, or comply with any of the provisions of this Agreement, and such failure shall remain
uncured for a period of five (5) days in the event of a monetary default and thirty (30) days in
the event of a non-monetary default after the date of written notice from the Pledgee to the
Pledgor. The Pledgee shall contemporaneously give the Collateral Agent and the Pledgor written
notice of an Event of Default hereunder and the Collateral Agent shall from receipt of such notice
act only upon the instructions of the Pledgee and the Collateral Agent shall have no liability to
the Pledgor in following such instructions.



     Upon an Event of Default under this Agreement that has not been waived by the Pledgee, and any
time thereafter, the Pledgee may, among its other rights and remedies (1) cause the Collateral to
be transferred to its name or to the name of its nominee or nominees and thereafter exercise as to
the Collateral all rights, powers and remedies of an owner, (2) collect by legal



 









 




proceedings or otherwise all dividends, interest, principal payments, and other sums now or
hereafter payable on account of the Collateral, and hold the same as Collateral, or apply the same
to the expenses incurred by the Pledgee in such legal proceedings, the manner and distribution of
the application to be in the sole discretion of the Pledgee, (3) enter into any extension,
subordination, reorganization, deposit, merger, or consolidation agreement, or any other agreement
relating to or affecting the Collateral and in connection therewith deposit or surrender control of
such Collateral thereunder, and accept other property in exchange therefor and hold or apply such
property or money so received in accordance with the provisions hereof, all of the foregoing
specified rights and remedies, however, being subject to the rights of the Pledgor provided in the
Maryland Uniform Commercial Code. The Pledgee shall give written notice to the Pledgor ten (10)
days prior to the date of public sale of the Collateral or prior to the date after which private
sale of the Collateral will be made.




     Subject to compliance with federal and state securities laws, full power and authority are
hereby given to the Pledgee, acting through any of its respective officers, upon an Event of
Default hereunder that has not been waived by the Pledgee, and at any time thereafter, at its
election, to sell, assign, transfer and deliver the whole of the Collateral, or any part thereof or
any additions thereto, or substitutes therefor, in such order as the Pledgee may elect, at public
or private sale.



     To the extent the Pledgee actually receives any monies as a result of its exercise of any of
the remedies provided for hereunder following the occurrence of an Event of Default hereunder, the
Pledgee covenants and agrees that such monies, after deducting all costs incurred by the Pledgee in
connection with the collection thereof, shall be credited against the obligations of the Pledgor
under the Reimbursement Agreements in such order as the Pledgee in its discretion may determine.



     No failure or delay by the Pledgee to insist upon the strict performance of any term,
condition, covenant, or agreement of this Agreement or of the Reimbursement Agreements, or to
exercise any right, power, or remedy consequent upon a breach thereof, shall constitute a waiver of
any such term, condition, covenant, or amendment or of any such breach, or preclude the Pledgee
from exercising any such right, power, or remedy at any later time or times. By accepting payment
after the due date of any of the obligations under this Agreement or of the Reimbursement
Agreements, the Pledgee shall not be deemed to have waived the right either to require prompt
payment when due of all other such obligations or to declare a default for failure to effect such
payment of any such other obligations.



     Each right, power, and remedy of the Pledgee as provided for in this Agreement or in the
Reimbursement Agreements or now or hereafter existing at law or in equity or by statute or
otherwise shall be cumulative and concurrent and shall be in addition to every other right, power,
or remedy provided for in this Agreement or in the Reimbursement Agreements or now or hereafter
existing at law or in equity or by statute or otherwise, and the exercise or beginning of the
exercise by the Pledgee of any one or more of such rights, powers, or remedies shall not preclude
the simultaneous or later exercise by the Pledgee of any or all such other rights, powers, or
remedies.



 









 





     13. Costs and Expenses. All reasonable costs and expenses, including reasonable
attorney’s fees and expenses, incurred or paid by the Pledgee in exercising any right, power or
remedy conferred hereby, and in the endorsements thereof, shall become a part of the indebtedness
or obligations secured hereby.



     14. Further Assurances. The Pledgor shall, at its expense, do, make, procure, execute
and deliver all acts, things, writings and assurances as the Pledgee may at any time request to
protect, assure or enforce its interest, rights and remedies created by, provided in or emanating
from this Agreement.



     15. Release, Indulgences, etc. The Pledgor agrees that demand, notice, protest and
all demands and notices of any action taken by the Pledgee under this Agreement, except those
expressly provided for in this Agreement and the Reimbursement Agreements, are hereby waived.
Without notice to and further consent from the Pledgor, without in any way waiving any of the
provisions of this Agreement, and without in any way releasing all or any part of the Pledgor’s
obligations under this Agreement or in the Collateral, the Pledgor hereby consents: (a) to any
extension of time for payment of any of the obligations of the Pledgor under the Reimbursement
Agreements; (b) to any renewal, modification, waiver, or release of, any of the obligations of the
Pledgor under the Reimbursement Agreements; (c) to the addition to, or release of the Pledgor or of
any other maker, accommodation party, endorser, guarantor, surety, or indemnitor from, any of their
respective obligations under the Reimbursement Agreements; (d) to the addition to, or release of,
all or any part of the collateral and security for the Reimbursement Agreements and all or any part
of Collateral hereunder; (e) to any indulgence and/or waiver given to the Pledgor or to any other
maker, accommodation party, endorser, guarantor, surety, or indemnitor of any of the obligations of
the Pledgor under the Reimbursement Agreements.



     16. Liability, Duties, and Resignation of Collateral Agent.



          (a) The Collateral Agent shall hold the Collateral as agent for the Pledgee. The Collateral
Agent agrees to send a written confirmation to the Pledgee that it is holding the Collateral and
the Account for the sole and exclusive account of the Pledgee for the benefit of the Pledgee.




          (b) The Collateral Agent, its affiliates, directors and officers and its respective
successors, assigns, agents and servants, absent negligence or willful misconduct, shall not be
held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the
execution and delivery of, or performance of its obligations under, this Agreement.




          (c) This Agreement sets forth exclusively the duties of the Collateral Agent with respect to
any and all matters pertinent hereto and no implied duties or obligations shall be read into this
Agreement against the Collateral Agent. The Collateral Agent may act in reliance upon any
instrument or signature believed by it to be genuine and may assume that any person purporting to
give any writing, notice, advice or direction for or on behalf of the Pledgee in connection with
the provisions hereof has been duly authorized to do so.







 









 








          (d) The Collateral Agent may resign from its obligations under this Agreement at any time
after thirty (30) days’ prior written notice to the other parties hereto, but in no event shall
Collateral Agent be released of its obligations hereunder unless and until a substitute eligible
institution has been designated and has assumed in writing the obligations of Collateral Agent
hereunder.




     17. Notices. All notices, demands, requests, consents, approvals, certificate or
other communications required under this Agreement to be in writing shall be sufficiently given and
shall be deemed to have been properly given (i) if delivered by hand, when written confirmation of
delivery is received by the sender, (ii) three days after the same is mailed by certified mail,
postage prepaid, return receipt requested, or (iii) if sent by overnight courier, 24 hours after
delivery to such overnight courier, addressed to the person to whom any such notice, demand,
request, approval, certificate or other communication is to be given, at the appropriate address of
such person as designated below:



	 	 	 
	If to the Pledgor at:

	 	Human Genome Sciences, Inc.
	 

	 	14200 Shady Grove Road
	 

	 	Rockville, Maryland 20850
	 

	 	Attention: James H. Davis, Executive Vice President,
	 

	 	           General Counsel and Secretary
	 

	 	Tel: (301) 251-6039
	 

	 	Fax: (301) 517-8831
	 
	 	 
	If to the Pledgee at:

	 	Manufacturers and Traders Trust Company
	 

	 	1 Research Court, Suite 400
	 

	 	Rockville, Maryland 20850
	 

	 	Attention: Arthur L. Perraud
	 

	 	           Senior Relationship Manager
	 

	 	Tel: (240) 632-7808
	 

	 	Fax: (240) 632-2621
	 
	 	 
	If to the Collateral
Agent at:

	 	Manufacturers and Traders Trust Company
	 

	 	25 South Charles Street, 16th Floor
	 

	 	Mail Code MD2-CS58
	 

	 	Baltimore, Maryland 21201
	 

	 	Attention: Sabrina Thomas
	 

	 	Tel: (410) 545-2193
	 

	 	Fax: (410) 244-4236






     18. Miscellaneous. Neither this Agreement nor any term, condition, covenant, or
agreement hereof may be changed, waived, discharged, or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the change, waiver,
discharge, or termination is sought. This Agreement shall be governed by the laws of the State of
Maryland and shall be binding upon the successors and assigns of the Pledgor and shall inure to
the benefit of the Pledgee and its respective successors and assigns. As used herein, the singular
number shall include the plural, and the use of the masculine, feminine, or neuter gender shall
include all genders as the context may require, and the term “person” shall include an



 









 




individual, a corporation, an association, a partnership, a trust, a limited liability
company, an organization, a government or political subdivision thereof, and a governmental agency.
Headings and captions used in this Agreement are solely for convenience of reference and shall not
affect the meaning of this Agreement. Unless varied by this Agreement, all terms used herein which
are defined by the Maryland Uniform Commercial Code shall have the same meanings hereunder as
assigned to them by the Maryland Uniform Commercial Code. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute one and the same




     19. Termination. This Agreement shall terminate when 1997 Bonds Letter of Credit, the
Series 1999 A Bonds Letter of Credit and the Substitute Series 1999 B Bonds Letter of Credit
terminate and all obligations under the Reimbursement Agreements have been indefeasibly paid and
performed in full, and upon the termination of this Agreement, the Pledgee shall instruct the
Collateral Agent to reassign to the Pledgor, without recourse or warranty, express or implied, the
then existing rights, title and interest of the Pledgee in and to the Collateral, the costs of such
reassignment to be borne by the Pledgor.



(SIGNATURES APPEAR ON FOLLOWING PAGE)








 









 








     WITNESS the signature and seal of the Parties as of the date first written above.



	 	 	 	 	 	 	 
	WITNESS:	 	HUMAN GENOME SCIENCES, INC.,


as Pledgor
	 
	 	 	 	 	 	 
	 

	 	By:	/s/ H. Thomas Watkins	 	(SEAL) 
	 

	 	 	 	 	 
	 


	 	 	Name:	 H. Thomas Watkins	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	Title:
	President and Chief Executive
Officer
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	WITNESS:	 	MANUFACTURERS AND TRADERS TRUST,

COMPANY, as Pledgee
	 
	 	 	 	 	 	 
	 

	 	By:
	 /s/ Arthur L. Perraud	 	(SEAL)
	 

	 	 	 	 	 
	 


	 	 	Name:	 Arthur L. Perraud	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	Title:	Vice President	 	 	 
	 

	 	 	 	 	 	 
	WITNESS:	 	MANUFACTURERS AND TRADERS TRUST 
COMPANY, as Collateral
Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	/s/ Cassandra J. Cole	 	(SEAL)
	 

	 	 	 	 	 
	 


	 	 	Name:	 Cassandra J. Cole	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	Title:	Vice President	 	 	 
	 

	 	 	 	 	 	 





 









 






Exhibit A to

Collateral Pledge Agreement




DESCRIPTION OF ACCOUNT




	 	 	 	 	 	 	 
	Account Owner	 	Account Name	 	Account Number
	Human Genome Sciences
	 	 






 









 






Exhibit B to

Collateral Pledge Agreement




PERMITTED INVESTMENTS




     The term “Permitted Investments” as used in this Collateral Pledge Agreement means any of the
following:



     Any investments allowed under the investment guidelines approved by the board of directors of
the Pledgor, provided that such investments shall meet the following limitations:



     Such investments shall be direct obligations of the United States of America or other
obligations the timely payment of the principal of and interest on which are fully and
unconditionally guaranteed by the United States of America or debt securities rated “A-” or better
by Standard & Poor’s Ratings Services or “Aa3” or better by Moody’s Investors Service, Inc,
provided that (i) no more than ten percent (10%) of the Collateral shall be invested at any time in
the obligations of any one corporate issuer, (ii) no such obligation shall have a maturity or
market expected average life in excess of seven (7) years, and (iii) such obligations shall not
have an average duration exceeding seven (7) years.