exv10w10






Exhibit 10.10




AMENDMENT NO. 1 TO LEASE AGREEMENT




     THIS AMENDMENT NO. 1 TO LEASE AGREEMENT (this “Amendment”) is made as of December 1, 2009, by
and between MARYLAND ECONOMIC DEVELOPMENT CORPORATION, a body politic and corporate and a public
instrumentality of the State of Maryland (“Landlord”) and HUMAN GENOME SCIENCES, INC., a Delaware
corporation (“Tenant”).



RECITALS



     A. Landlord and Tenant are parties to that certain Lease Agreement dated as of December 1,
1997 (the “Facility Lease”), pursuant to which Landlord leased the Leased Premises (as defined in
the Facility Lease) to Tenant, and Tenant leased the Leased Premises from Landlord.



     B. Landlord and Tenant have agreed to enter into this Amendment for the purpose of amending
the Facility Lease as hereinafter provided.



AGREEMENTS



     NOW, THEREFORE, for and in consideration of the terms of this Amendment and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and
Tenant agree as follows:



     1. Capitalized Terms. Capitalized terms used herein but not otherwise defined herein
shall have the meanings assigned thereto in the Facility Lease.



     2. Deletion of References to MIDFA and MIDFA Insurance Agreement. All references in
the Facility Lease to “MIDFA” and “MIDFA Insurance Agreement” are hereby deleted



     3. Amendments to Paragraph 2 of the Facility Lease.



     (a) The following defined terms in Paragraph 2 of the Facility Lease are amended and restated
in their entirety as follows:


          “Bank means Manufacturers and Traders Trust Company, a New York banking corporation,
its successors and assigns.”


          “Collateral Pledge Agreement means that certain Collateral Pledge Agreement dated as
of December 1, 2009, between Tenant, as Pledgor, and Bank, as Pledgee, together with all amendments
thereto and modifications thereof.”


          “Letter of Credit Agreement means that certain Amended and Restated Letter of Credit
Agreement between the Bank and Landlord dated as of December 1, 2009, as the same may from time to
time be modified, amended, supplemented, renewed or replaced.”



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          “Trustee means Manufacturers and Traders Trust Company, acting in its capacity as
Trustee, its successors and assigns.”



     (b) The following defined terms are hereby added to Paragraph 2 of the Facility Lease:


          “Operative Documents means this Lease, the Bond Documents, the Credit Facility
Agreement, the Credit Facility Documents, the Collateral Pledge Agreement, the Letter of Credit,
the Letter of Credit Agreement, the Letter of Credit Documents, the Hedge Documents, if applicable,
and the Bond Deed of Trust.”


          “Tenant Collateral means all of Tenant’s right, title and interest in and to (i) the
Leased Premises, (ii) contracts, contract rights and general intangibles relating to the
maintenance of the Improvements and/or to the Subject Leases (as hereinafter defined) and (iii)
proceeds of any of the foregoing.



     4. Basic Rent Adjustment. Commencing on December 1, 2009 and continuing for the
remainder of the Term, subject to further adjustment as provided for in Paragraph 7(c), Basic Rent
shall be adjusted to an amount equal to $140,000 per month.



     5. Amendment to Paragraph 6(b) of Facility Lease. The fifth paragraph of Paragraph
6(b) of the Facility Lease is hereby amended and restated in its entirety as follows:



     ” In addition, at the closing of such purchase option, Tenant shall (1) pay or cause to be
paid to Montgomery County, Maryland one-half of all transfer and recordation taxes required or
necessary to be paid in connection with the transfer of the Leased Premises from Landlord to Tenant
(it being the intent of the parties that, but for Landlord’s exemption from payment of transfer and
recordation taxes, one-half of any such transfer and recordation taxes would be attributable to
Landlord), and (2) pay to Landlord, in immediately available funds, the sum of the following:




     (A) all Basic Rent and Additional Rent through the date of the closing of such purchase
option, plus




     (B) all actual third party costs and expenses (including reasonable attorneys fees and
expenses) of the Credit Facility Provider, Landlord and the State (excluding Landlord’s
internal overhead) incurred in connection with such purchase, including (without limitation)
any costs incurred by Landlord in connection with “unwinding” the Hedge, but deducting any
benefits accruing to Landlord in connection with “unwinding” the Hedge, plus




     (C) all brokerage fees, if any, and other costs and expenses required or necessary to
be paid in connection with the transfer of the Leased Premises from Landlord to Tenant.



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     Notwithstanding the foregoing, in the event Montgomery County, Maryland or any other entity
denies applicability of Landlord’s exemption from such transfer and recordation taxes and,
accordingly, or for any other reason, requires payment of Landlord’s one-half of such transfer or
recordation taxes, Tenant agrees to advance the full amount of such transfer and recordation taxes
on behalf of Landlord, reserving the right on behalf of Tenant and Landlord to appeal such
imposition, and in such case, Landlord agrees to cooperate with Tenant in any effort by Tenant to
appeal the imposition of any such transfer and/or recordation taxes upon Landlord, provided such
appeal is made at Tenant’s sole cost and expense. Any transfer and/or recordation taxes refunded
to Landlord as a result of any such appeal shall be delivered by Landlord to Tenant.”



     6. Amendment to Paragraph 7(c) of Facility Lease. Paragraph 7(c) of the Facility
Lease is hereby amended and restated in its entirety as follows:



     “(c) Landlord and Tenant acknowledge and agree that the Basic Rent has been determined based
upon a number of factors, which include the amount of debt service payable by Landlord with respect
to the Bonds and the State Loans and other costs which may fluctuate from time to time. Basic
Rent shall be adjusted from time to time by Landlord and Tenant to reflect, among other things, (i)
any redemption of the Bonds prior to maturity, and (ii) the expiration of the Hedge or any default
by the Hedge Counterparty in the performance of its obligations under the Hedge Documents.
Accordingly, within thirty (30) days of each calendar quarter-end, Landlord shall provide Tenant
with a reconciliation of the amounts and costs incurred by Landlord which have been paid by
Landlord from Basic Rent received from Tenant, together with a projection of funds needed by
Landlord over the ensuing twelve (12) months to pay timely such costs and amounts which have
customarily been paid by Landlord from Basic Rent payments; and effective with the Basic Rent
payment due sixty (60) days after the end of each quarter-end, Basic Rent shall be adjusted upward
or downward as such projections warrant.”



     7. Amendment to Paragraph 25(g) of Facility Lease. Paragraph 25(g) of the Facility
Lease is hereby amended and restated in its entirety as follows:



     “(g) Place of Business of Tenant. Tenant’s principal place of business is 14200
Shady Grove Road, Rockville, Maryland 20850.”



     8. Amendment to Paragraph 26(a) of Facility Lease. Paragraph 26(a) of the Facility
Lease is hereby amended and restated in its entirety as follows:



     “(a) Financial Statements. Furnish or cause to be furnished to Landlord:


          (i) as soon as available but in no event more than 45 days after filing with the Securities
and Exchange Commission (the “SEC”), a copy of the 10Q Report of Tenant filed with the SEC
accompanied by a certificate of the chief financial officer of Tenant stating whether any event has
occurred which constitutes an Event of Default, or which would constitute such an Event of Default
with the giving of notice or the lapse of time or both, and, if so, stating the facts with respect
thereto; and



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          (ii) as soon as available but in no event more than 120 days after the close of each fiscal
year of Tenant, a copy of the 10K Report of Tenant filed with the SEC and a copy of the annual
audited financial statements relating to Tenant prepared in accordance with GAAP, which financial
statements shall include a balance sheet of Tenant as at the end of such fiscal year and a
statement of earnings and changes in stockholder’s equity of Tenant for such fiscal year; and


          (iii) as soon as available but in no event more than 90 days after the close of each fiscal
year of Tenant, a certificate of the chief financial officer of Tenant stating whether any event
which constitutes an Event of Default under this Lease has occurred, or any event which would
constitute such an Event of Default with the giving of notice or the lapse of time or both has
occurred, and, if so, stating the facts with respect thereto; and


          (iv) promptly upon transmission thereof, copies of any financial statements, proxy statements,
reports and the like which Tenant sends to its shareholders and copies of all registration
statements (with exhibits); and


          (v) with reasonable promptness, such budgets, cash flow projections, financial forecasts and
other additional information, reports or statements as Landlord or the Credit Facility Provider may
from time to time reasonably request.”



     9. Deletion of Paragraph 26(j) of the Facility Lease. Paragraph 26 of the Facility
Lease is hereby amended to delete subparagraph (j).



     10. Deletion of Paragraph 27(b) of the Facility Lease. Paragraph 27 of the Facility
Lease is hereby amended to delete subparagraph (b).



     11. Addition of Paragraphs 36 and 37 to Facility Lease. The Facility Lease is hereby
amended to add the following new Paragraphs 36 and 37:



     “36. Nature of Transaction. With respect to the Leased Premises, it is the intent of
Tenant and the Credit Facility Provider that, for federal, state and local tax purposes and for
bankruptcy, commercial and regulatory law and all other purposes, this Lease and the transactions
contemplated by the Operative Documents shall be treated as the repayment and security provisions
of a loan by Landlord and the Credit Facility Provider to Tenant, that Tenant shall be treated as
the legal and beneficial owner entitled to any and all benefits of ownership of such Leased
Premises and that all payments of Basic Rent during the Term shall be treated as payments of
interest and, if applicable, principal.



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     37. Grant of Lien and Future Assurances.


          (a) Intent of the Parties. It is the intent of the parties hereto that this Lease
grants a security interest and deed of trust lien, as the case may be, on the Leased Premises and
the other Tenant Collateral to and for the benefit of Landlord (for the benefit of Landlord and the
Credit Facility Provider) to secure Tenant’s performance under and payment of all amounts under
this Lease and the other Operative Documents.


          (b) Transactions to be Regarded as Loans. Specifically, without limiting the
generality of Paragraph 36, Landlord and Tenant intend and agree that in the event of any
insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any
other applicable insolvency laws or statute of the United States of America or any State or
Commonwealth thereof affecting Tenant, Landlord, the Credit Facility Provider or any collection
actions, the transactions evidenced by the Operative Documents shall be regarded as loans made by
Landlord and the Credit Facility Provider as unrelated third party lenders to or for the benefit of
Tenant secured by the Leased Premises and the other Tenant Collateral.


          (c) Mortgage Lien. Specifically, without limiting the generality of Paragraph 36,
Tenant has mortgaged, granted, bargained, sold, conveyed and confirmed,
and does hereby mortgage, grant, bargain, sell, convey and confirm, a lien on the
Leased Premises and the other Tenant Collateral to secure to Landlord (for the benefit of Landlord
and the Credit Facility Provider) (i) all amounts advanced by Landlord and the Credit Facility
Provider pursuant to the terms of the Operative Documents, together with interest thereon, and all
other amounts payable under the Operative Documents in connection therewith and (ii) all other
obligations of Tenant under the Operative Documents, effective on the date hereof.


          (d) Security Agreement. Specifically, but without limiting the generality of
Paragraph 36, Landlord and Tenant further intend and agree that, for the purpose of securing the
payment of the above-described amounts and to further secure all other obligations of Tenant under
the Operative Documents, (i) this Lease shall also be deemed to be a security agreement and
financing statement within the meaning of Article 9 of the Maryland Uniform Commercial Code (it
being understood that Tenant hereby conveys and warrants and grants a security interest in the
Leased Premises and the other Tenant Collateral to Landlord (for the benefit of Landlord and the
Credit Facility Provider) to secure all amounts advanced by Landlord and the Credit Facility
Provider pursuant to the terms of the Operative Documents, together with interest thereon, and all
other amounts payable under the Operative Documents and all other obligations of Tenant under the
Operative Documents); (ii) the possession by Landlord or any of its agents of notes and such other
items of property as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be “possession by the secured party” for purposes of perfecting the security interest
pursuant to Section 9-313 of the Maryland Uniform Commercial Code; and (iii) notifications to
Persons holding such property, and acknowledgments, receipts or confirmations from financial
intermediaries, bankers or agents (as applicable) of Tenant shall be deemed to have been given for
the purpose of perfecting such security interest under any Law. Landlord and Tenant shall, to the
extent consistent with this Lease, take such actions and execute, deliver, file and record such
other documents, financing statements and mortgages as may be necessary to ensure that, if the
Lease was deemed to create a security interest in the Leased Premises and the other Tenant
Collateral in accordance with this



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Paragraph 37, such security interest would be deemed to be a first priority perfected security
interest (subject only to the Deeds of Trust) and will be maintained as such throughout the Term.



          (e) Deed of Trust. Specifically, but without limiting the foregoing or the generality
of Paragraph 36, Tenant hereby grants, bargains, sells, warrants, conveys, aliens, remises,
releases, assigns, sets over and confirms to Sean V. Timms and Arthur L. Perraud (collectively, the
“Deed of Trust Trustees”) all of Tenant’s right, title, and interest in and to the following
(collectively, the “Mortgaged Property”): (i) the Leased Premises and all appurtenances
relating thereto and all proceeds, both cash and noncash thereof; (ii) all easements,
rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights,
waters, water courses, water rights, minerals, flowers, shrubs, crops, trees, timber and other
emblements, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances,
reversions and remainders whatsoever, in any way belonging, relating or appertaining to the Leased
Premises or any part thereof, whether now owned or hereafter acquired by Tenant; (iii) all right,
title and interest of Tenant in any and all leases, rental agreements and arrangements of any sort
now or hereafter affecting the Leased Premises or any portion thereof and providing for or
resulting in the payment of money to Tenant for the use of the Leased Premises or any portion
thereof, irrespective of whether such leases, rental agreements and arrangements be oral or
written, and including any and all extensions, renewals and modifications thereof (the “Subject
Leases”) and guaranties of the performance or obligations of any lessees thereunder, together
with all income, rents, issues, profits and revenues from the Subject Leases (including all lessee
security deposits and all other lessee deposits, whether held by Tenant or in a trust account, and
all other deposits and escrow funds relating to any Subject Leases), and all the estate, right,
title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of
Tenant of, in and to the same; provided, however, that although this Lease contains (and it is
hereby agreed that this Lease contains) a present, current, unconditional and absolute assignment
of all of said income, rents, issues, profits and revenues, Tenant shall collect and apply such
rental payments and revenues as provided in this Lease and the other Operative Documents; (iv) all
right, title and interest of Tenant in, to and under all franchise agreements, management
contracts, consents, authorizations, certificates and other rights of every kind and character of
any of the Leased Premises, to the extent the same are transferable, service contracts, utility
contracts, leases of equipment, and all other contracts, licenses and permits now or hereafter
affecting the Leased Premises or any part thereof and all guaranties and warranties with respect to
any of the foregoing (the “Subject Contracts”); (v) all right, title and interest of Tenant
in any insurance policies or binders now or hereafter relating to the Leased Premises, including
any unearned premiums thereon, as further provided in this Lease; (vi) all right, title and
interest of Tenant in any and all awards, payments, proceeds and the right to receive the same,
either before or after any foreclosure hereunder, as a result of any temporary or permanent injury
or damage to, taking of or decrease in the value of the Leased Premises by reason of casualty,
condemnation or otherwise as further provided in this Lease; (vii) all right, title and interest of
Tenant in all utility, escrow and all other deposits (and all letters of credit, certificates of
deposit, negotiable instruments and other rights and evidence of rights to cash) now or hereafter
relating to the Leased Premises or the purchase, construction or operation thereof; (viii) all
claims and causes of action arising from or otherwise related to any of the foregoing, and all
rights and judgments related to any legal actions in connection with such claims or causes of
action; (ix) all Alterations, extensions, additions, improvements, betterments, renewals and
replacements,



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substitutions, or proceeds of any of the foregoing acquired with proceeds of any of the
property described hereinabove; all of which foregoing items are hereby declared and shall be
deemed to be a portion of the security for the indebtedness and obligations herein described, a
portion of the above described collateral being located upon the Land; and (x) all of the other
Tenant Collateral, IN TRUST, HOWEVER, WITH POWER OF SALE, to secure (i) all amounts advanced by
Landlord and the Credit Facility Provider pursuant to the terms of the Operative Documents,
together with interest thereon, and all other amounts payable under the Operative Documents in
connection therewith and (ii) all other obligations of Tenant under the Operative Documents,
effective on the date hereof.



          (f) Power of Sale Remedies. Without limiting any other remedies set forth herein, in
the event that a court of competent jurisdiction rules that this Lease constitutes a deed of trust
or other secured financing with respect to the Leased Premises as is the intent of the parties
pursuant to this Paragraph 37, then Landlord and Tenant agree that, upon the occurrence and during
the continuance of any Event of Default, the Deed of Trust Trustees may, and are hereby irrevocably
empowered to, with or without entry, and to the extent permitted by applicable law, sell or cause
the sale of the Leased Premises or any part or parts thereof at one or more public auctions as an
entirety or in parcels as Landlord may elect free from any equity of redemption for cash, on
credit, or for other property, for immediate or future delivery, and on such terms as the Deed of
Trust Trustees shall deem advantageous and proper, such sale or sales to be made in such manner and
upon such notice and advertisement as may be required by applicable law, or in the absence of any
such requirements, as Landlord may deem appropriate, and to make conveyance to the purchase or
purchasers. Notwithstanding the foregoing, upon the occurrence of an Event of Default, Landlord
may, at its option, proceed to foreclose on the Leased Premises by judicial foreclosure.



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.



          (g) UCC Remedies. In addition to any other remedies granted in this Lease to Landlord
(including specifically, but not limited to, the right to proceed against the Leased Premises in
accordance with the rights and remedies in respect to those portions of the Leased Premises which
are real property pursuant to Section 9-604(a) of the Maryland Uniform Commercial Code), Landlord
may proceed under the Maryland Uniform Commercial Code as to all or any part of the personal
property (tangible or intangible) and fixtures included with the Leased Premises (such portion of
the Leased Premises being referred to herein as the “Personalty”) and shall have and may
exercise with respect to the Personalty all the rights, remedies, and powers of a secured party
under the Maryland Uniform Commercial Code, including, without limitation, the right and power to
sell, at one or more public or private sales, or otherwise dispose of, lease, or utilize the
Personalty and any part or parts thereof in any manner authorized or permitted under the Maryland
Uniform Commercial Code after default by a debtor, and to apply the proceeds thereof toward payment
of any costs and expenses and attorney’s fees and legal expenses thereby incurred by Landlord, and
toward payment of the indebtedness hereby secured in such order or manner as provided herein. Any
requirement of the



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Maryland Uniform Commercial Code for reasonable notification shall be met by mailing written
notice to Tenant at its address set forth in Exhibit E hereto at least ten (10) days prior
to the sale or other event for which such notice is required.



          (h) Judicial Remedies. Landlord may proceed to protect and enforce its rights by a
suit or suits in equity or at law, or for the specific performance of any covenant or agreement
contained herein or in the Operative Documents, or in aid of the execution of any power herein or
therein granted, or for the foreclosure of the mortgage lien created by this Lease, or for the
enforcement of any other appropriate legal or equitable remedy and in aid thereof Tenant hereby
assents to the passage of a decree by the equity court having jurisdiction. Upon the bringing of
any suit to foreclose the mortgage lien created by this Lease or to enforce any other remedy
available hereunder, Landlord shall be entitled as a matter of right, without notice and without
giving bond to Tenant or anyone claiming under, by or through it, and without regard to the
solvency or insolvency of Tenant or the then value of the premises, to have a receiver appointed of
all the Leased Premises and of the earnings, income, rents, issues, profits and proceeds thereof,
with such power as the court making such appointment shall confer, and Tenant does hereby
irrevocably consent to such appointment.


          (i) Acceleration of Payments under the Letter of Credit Agreement and Other Operative
Documents. In case of any sale of the Leased Premises, or of any part thereof, pursuant to any
judgment or decree of any court or otherwise in connection with the enforcement of any of the terms
of this Lease, all outstanding amounts due and owing under the Letter of Credit Agreement and the
other Operative Documents, if not previously due, and the interest accrued thereon, if any, shall
at once become and be immediately due and payable; also in the case of any such sale, Landlord may
bid and become the purchaser, and the purchaser or purchasers, for the purpose of making settlement
for or payment of the purchase price, shall be entitled to turn in and use all outstanding amounts
due and owing under the Letter of Credit Agreement and the other Operative Documents, and any
claims for interest due and unpaid thereon, in order that there may be credited as paid on the
purchase price the sum apportion able and applicable to all outstanding amounts due and owing under
the Letter of Credit Agreement and the other Operative Documents, including principal and interest
thereon, out of the net proceeds of such sale after allowing for the proportion of the total
purchase price required to be paid in actual cash. If at any foreclosure proceeding the Leased
Premises shall be sold for a sum less than the total amount of indebtedness for which judgment is
therein given, the judgment creditor shall be entitled to the entry of a deficiency decree against
Tenant and against the property of Tenant for the amount of such deficiency.


          (j) Attorney-in-Fact. Tenant hereby irrevocably appoints Landlord as Tenant’s
attorney-in-fact, with full authority in the place and stead of Tenant and in the name of Tenant or
otherwise, from time to time in Landlord’s discretion, to execute any instrument which Landlord may
deem necessary or advisable to accomplish the purposes of this Lease (subject to any limitations
set forth in the Operative Documents), and to take any action (including any action that Tenant is
entitled to take), including, without limitation:




     (i) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance
and receipts for money due and to become due under or in connection with all or any portion
of the Leased Premises and the other Tenant Collateral;



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     (ii) to receive, endorse and collect any drafts or other instruments, documents and
chattel paper in connection with the foregoing clause (a);




     (iii) to file any claim or take any action or institute any proceedings which Landlord
may deem to be necessary or advisable for the collection thereof or to enforce compliance
with the terms and conditions of this Lease; and




     (iv) to perform any affirmative obligations of Tenant hereunder, including the
execution of mortgages, financing statements and other documents.



     Tenant hereby acknowledges, consents and agrees that the power of attorney granted pursuant to
this subparagraph (j) is irrevocable and coupled with an interest. Notwithstanding anything
contained herein to the contrary, the rights and powers presently granted Landlord by this
subparagraph (j) may be exercised by Landlord only upon the occurrence and during the continuance
of an Event of Default.”



     12. Amendments to Exhibit E of the Facility Lease. Exhibit E to the Facility
Lease is hereby amended to change the addresses for Landlord, Tenant and the Bank as follows:



	 	 	 	 	 
	 

	 	“If to Landlord:	 	 
	 
	 

	 	Notices:

	 	Maryland Economic Development Corporation
	 

	 	 	 	100 N. Charles Street, Suite 630
	 

	 	 	 	Baltimore, Maryland 21201
	 

	 	 	 	Attention: Executive Director
	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Teri M. Guarnaccia, Esquire
	 

	 	 	 	Ballard Spahr LLP
	 

	 	 	 	300 East Lombard Street, 18th Floor
	 

	 	 	 	Baltimore, Maryland 21202
	 
	 

	 	Payments:

	 	Basic Rent
	 
	 	 	 	 
	 

	 	 	 	By Mail:
	 
	 	 	 	 
	 

	 	 	 	MEDCO
	 

	 	 	 	100 N. Charles Street, Suite 630
	 

	 	 	 	Baltimore, Maryland 21201
	 

	 	 	 	Attention: Executive Director
	 
	 	 	 	 
	 

	 	If to Tenant:	 	 
	 
	 	 	 	 
	

	 	Notices:

	 	Human Genome Sciences, Inc.

14200 Shady Grove Road






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	 	 	 	Rockville, Maryland 20850
	 

	 	 	 	Attention:       James H. Davis, Executive Vice


President, General Counsel and
Secretary
	 
	 	 	 	 
	 

	 	If to Bank:	 	 
	 
	 	 	 	 
	 

	 	Notices:

	 	If by mail:
	 
	 	 	 	 
	 

	 	 	 	Manufacturers and Traders Trust Company
	 

	 	 	 	1 Research Court, Suite 400
	 

	 	 	 	Rockville, Maryland 20850
	 

	 	 	 	Attention: Arthur L. Perraud
	 
	 	 	 	 
	 

	 	 	 	Manufacturers and Traders Trust Company
	 

	 	 	 	25 South Charles Street, 11th Floor
	 

	 	 	 	Baltimore, Maryland 21201
	 

	 	 	 	Attention: Letter of Credit Department
	 
	 	 	 	 
	 

	 	 	 	Otherwise:
	 
	 	 	 	 
	 

	 	 	 	Manufacturers and Traders Trust Company
	 

	 	 	 	1 Research Court, Suite 400
	 

	 	 	 	Rockville, Maryland 20850
	 

	 	 	 	Attention: Arthur L. Perraud
	 
	 	 	 	 
	 

	 	 	 	Manufacturers and Traders Trust Company
	 

	 	 	 	25 South Charles Street, 11th Floor
	 

	 	 	 	Baltimore, Maryland 21201
	 

	 	 	 	Attention: Letter of Credit Department
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Nancy R. Little, Esquire
	 

	 	 	 	McGuireWoods LLP
	 

	 	 	 	One James Center
	 

	 	 	 	901 East Cary Street
	 

	 	 	 	Richmond, Virginia 23219
	 
	 	 	 	 
	 

	 	If to State:	 	 
	 
	 	 	 	 
	 

	 	Notices:

	 	Department of Business and Economic Development
	 

	 	 	 	217 East Redwood Street, 22nd Floor
	 

	 	 	 	Baltimore, Maryland 21202
	 

	 	 	 	Attention:       Director of Community Financing Group
Programs”






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     13. No Default or Event of Default. Tenant represents and warrants to Landlord that,
as of the date hereof, no Default or Event of Default has occurred and is continuing, or will occur
as a result of, or after giving effect to, this Amendment.



     14. Ratification of Facility Lease. Except as expressly amended by this Amendment,
the Facility Lease is hereby ratified and reaffirmed and shall continue in full force and effect.



     15. Applicable Law. This Amendment shall be governed by the laws of the State of
Maryland.



     16. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original for all purposes, and all counterparts shall together
constitute one and the same instrument.



     17. Joinder by Bank, State and MIDFA. Pursuant to Paragraph 31 of the Facility
Lease, the Bank, the State and MIDFA join herein for the sole purpose of consenting to this
Amendment.



[SIGNATURE PAGES ATTACHED]





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     IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be signed on their
behalf, under seal, by their respective signatories thereunto duly organized as of the date first
above written.



	 	 	 	 	 
	 	LANDLORD:



MARYLAND ECONOMIC DEVELOPMENT CORPORATION

 	 
	 	By:  	/s/ Robert
C. Brennan	 
	 	 	Name:  	Robert
C. Brennan	 
	 	 	Title:  	Executive
Director	 
	 
	 	TENANT:




HUMAN GENOME SCIENCES, INC.

 	 
	 	By:  	/s/ H.
Thomas
Watkins	 
	 	 	Name:  	H.
Thomas
Watkins	 
	 	 	Title:  	President
and Chief Executive Officer	 
	 




 









 





JOINDER




     Pursuant to Paragraph 31 of the Facility Lease, the Bank, the State and MIDFA are joining in
this Amendment for the sole purpose of evidencing their consent hereto.



	 	 	 	 	 
	 	BANK:



MANUFACTURERS AND TRADERS TRUST COMPANY

 	 
	 	By:  	/s/ Arthur
L. Perraud	 
	 	 	Name:  	Arthur
L. Perraud	 
	 	 	Title:  	Vice
President	 
	 
	 	STATE:



MARYLAND DEPARTMENT OF BUSINESS AND ECONOMIC

DEVELOPMENT

 	 
	 	By:  	/s/
James L. Henry	 
	 	 	Name:  	James L. Henry 	 
	 	 	Title:  	Program
Director, Office of Finance Programs	 
	 
	 	MIDFA:



MARYLAND INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY

 	 
	 	By:  	/s/
D. Gregory Cole	 
	 	 	Name:  	D. Gregory Cole	 
	 	 	Title:  	Executive
Director