exv4w2



 





EXHIBIT 4.2




REGISTRATION RIGHTS AGREEMENT




by and among




HUMAN GENOME SCIENCES, INC.




and




THE INITIAL PURCHASERS NAMED HEREIN




Dated October 4, 2004




          Registration Rights Agreement (this “Agreement”), dated as of
October 4, 2004, by and among Human Genome Sciences, Inc., a Delaware
corporation (together with any successor entity, the “Issuer”) and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit
Suisse First Boston LLC (each, an “Initial Purchaser” and collectively,
the “Initial Purchasers”).



          Pursuant to the Purchase Agreement, dated September 28, 2004, by and among
the Issuer and the Initial Purchasers (the “Purchase Agreement”), the
Initial Purchasers have agreed to purchase from the Issuer up to $280,000,000
($300,000,000 if the Initial Purchasers’ option is exercised in full) in
aggregate principal amount of 2 1/4% Convertible Subordinated Notes due 2011
(the “Notes”). The Notes will be convertible into fully paid,
nonassessable shares of common stock, par value $0.01 per share, of the Issuer
(the “Common Stock”) on the terms, and subject to the conditions, set
forth in the Indenture (as defined herein). To induce the Initial Purchasers
to purchase the Notes, the Issuer has agreed to provide the registration rights
set forth in this Agreement pursuant to the Purchase Agreement.



          The parties hereby agree as follows:



          SECTION 1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings:



          Advice: As defined in Section 4(c)(ii) hereof.



          Agreement: As defined in the preamble hereto.



          Business Day: A day other than a Saturday or Sunday or any federal
holiday in the United States.



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          Commission: Securities and Exchange Commission.



          Common Stock: As defined in the preamble hereto.



          Damages Payment Date: Each Interest Payment Date. For purposes of
this Agreement, if no Notes are outstanding, “Damages Payment Date” shall mean
each April 15 and October 15.



          Effectiveness Period: As defined in Section 2(a)(iii) hereof.



          Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.



          Exchange Act: Securities Exchange Act of 1934, as amended.



          Holder: A Person who owns, beneficially or otherwise, Transfer
Restricted Securities.



          Indenture: The Indenture, dated as of October 4, 2004, between the
Issuer and The Bank of New York, as trustee, pursuant to which the Notes are to
be issued, as such Indenture is amended, modified or supplemented from time to
time in accordance with the terms thereof.



          Initial Purchasers: As defined in the preamble hereto.



          Interest Payment Date: As defined in the Indenture.



          Issuer: As defined in the preamble hereto.



          Liquidated Damages: As defined in Section 3(a) hereof.



          Majority of Holders: Holders holding over 50% of the aggregate
principal amount of Notes outstanding; provided, however, that,
for purpose of this definition, a holder of shares of Common Stock which
constitute Transfer Restricted Securities and were issued upon conversion of
the Notes shall be deemed to hold an aggregate principal amount of Notes (in
addition to the aggregate principal amount of Notes held by such holder) equal
to the aggregate principal amount of Notes converted by such Holder into such
shares of Common Stock.



          Merrill Lynch: As defined in the preamble hereto.



          NASD: National Association of Securities Dealers, Inc.



          Notes: As defined in the preamble hereto.



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          Offering Memorandum: means the offering memorandum of the Issuer
relating to the Notes.



          Person: An individual, partnership, corporation, unincorporated
organization, trust, joint venture or a government or agency or political
subdivision thereof.



          Prospectus: The prospectus included in a Shelf Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.



          Purchase Agreement: As defined in the preamble hereto.



          Questionnaire Deadline: As defined in Section 2(b) hereof.



          Record Holder: With respect to any Damages Payment Date, each
Person who is a Holder on the record date with respect to the Interest Payment
Date on which such Damages Payment Date shall occur. In the case of a Holder of
shares of Common Stock issued upon conversion of the Notes, “Record Holder”
shall mean each Person who is a Holder of shares of Common Stock which
constitute Transfer Restricted Securities on the April 1 or October 1
immediately preceding the Damages Payment Date.



          Registration Default: As defined in Section 3(a) hereof.



          Securities Act: Securities Act of 1933, as amended.



          Shelf Filing Deadline: As defined in Section 2(a)(i) hereof.



          Shelf Registration Statement: As defined in Section 2(a)(i) hereof.



          Suspension Period: As defined in Section 4(b)(i) hereof.



          TIA: Trust Indenture Act of 1939, as in effect on the date the
Indenture is qualified under the TIA.



          Transfer Restricted Securities: Each Note and each share of Common
Stock issued upon conversion of Notes until the earlier of:



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     (i) the date on which such Note or such share of Common Stock issued
upon conversion has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement;




     (ii) the date on which such Note or such share of Common Stock issued
upon conversion is transferred in compliance with Rule 144 under the
Securities Act or may be sold or transferred pursuant to Rule 144(k) under
the Securities Act (or any other similar provision then in force); or




     (iii) the date on which such Note or such share of Common Stock issued
upon conversion ceases to be outstanding (whether as a result of
redemption, repurchase and cancellation, conversion or otherwise).



          Underwritten Registration or Underwritten Offering: A registration
in which securities of the Issuer are sold to an underwriter for reoffering to
the public.



          SECTION 2. Shelf Registration.



          (a) The Issuer shall:




     (i) not later than 90 days after the date hereof (the “Shelf Filing
Deadline”), cause to be filed a registration statement pursuant to Rule
415 under the Securities Act (the “Shelf Registration Statement”),
which Shelf Registration Statement shall provide for resales of all
Transfer Restricted Securities held by Holders that have provided the
information required pursuant to the terms of Section 2(b) hereof;




     (ii) use its best efforts to cause the Shelf Registration Statement to
be declared effective by the Commission as promptly as is practicable, but
in no event later than 180 days after the date hereof (the
“Effectiveness Target Date”); and




     (iii) use its best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the
provisions of Section 4(b) hereof to the extent necessary to ensure that
(A) it is available for resales by the Holders of Transfer Restricted
Securities entitled to the benefit of this Agreement and (B) conforms with
the requirements of this Agreement and the Securities Act and the rules and
regulations of the Commission promulgated thereunder as announced from time
to time for a period (the “Effectiveness Period”) of:



          (1) two years following the last date of original issuance of Notes; or



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          (2) such shorter period that will terminate when (x) all of the Holders of
Transfer Restricted Securities are able to sell all Transfer Restricted
Securities immediately without restriction pursuant to Rule 144(k) under the
Securities Act or any successor rule thereto, (y) when all Transfer Restricted
Securities have ceased to be outstanding (whether as a result of redemption,
repurchase and cancellation, conversion or otherwise) or (z) all Transfer
Restricted Securities registered under the Shelf Registration Statement have
been sold.



          (b) Subject to Section 2(c) below, no Holder may include any of its
Transfer Restricted Securities in the Shelf Registration Statement pursuant to
this Agreement unless such Holder furnishes to the Issuer in writing, prior to
or on the 20th Business Day after receipt of a request therefor (the
“Questionnaire Deadline”), such information as the Issuer may reasonably
request, including the information specified in the form of questionnaire
attached as Annex A to the Offering Memorandum, for use in connection with the
Shelf Registration Statement or the Prospectus or preliminary Prospectus
included therein and in any application to be filed with or under state
securities laws. In connection with all such requests for information from
Holders in addition to that set forth in Annex A to the Offering Memorandum,
the Issuer shall notify such Holders of the requirements set forth in the
preceding sentence.



          (c) Beginning on the date the Shelf Registration Statement is declared
effective, if necessary to identify such Holder as a selling securityholder in
the Shelf Registration Statement, the Issuer shall:




     (i) (1) if permitted by the SEC to file a prospectus supplement,
within 10 days of receipt of a completed questionnaire, together with such
other information as the Issuer may reasonably request, file with the
Commission a supplement to the related Prospectus, or



          (2) within 30 days of receipt of a completed questionnaire, together with
such other information as the Issuer may reasonably request, file with the
Commission a post-effective amendment to the Shelf Registration Statement or
file any other document required under the Securities Act, and use its best
efforts to cause such post-effective amendment to be declared effective under
the Securities Act as promptly as is practicable, but in any event by the date
that is thirty days after the date such post-effective amendment is required by
this clause to be filed;




     (ii) provide such Holder copies of any documents filed pursuant to
Section 2(c)(i); and




     (iii) notify such Holder as promptly as practicable after (i) the
filing of such prospectus supplement pursuant to Section 2(c)(i)(1), or
(ii) the effectiveness under the Securities Act of any post-effective
amendment filed pursuant to Section 2(c)(i)(2);



provided that if such questionnaire is delivered during a
Suspension Period, the Issuer shall so inform the Holder delivering such
questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Suspension Period and, provided
further, that in no event shall the Issuer be required to file a
post-effective amendment to the Shelf Registration




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Statement for the purpose of
naming Holders as selling securityholders pursuant to Section 2(c)(i)(2) until
the date that is 30 days after the date the Issuer shall have received
questionnaires from Holders of Transfer Restricted Securities holding an
aggregate of at least $10 million aggregate principal amount of Transfer
Restricted Securities and, provided further, in no event will the
Issuer be required to file a post-effective amendment to the Shelf Registration
Statement more frequently than once per fiscal quarter. In connection with all
such requests for information from Holders in addition to that set forth in
Annex A to the Offering Memorandum, the Issuer shall notify such Holders of the
requirements set forth in the preceding sentence.




          SECTION 3. Liquidated Damages.



          (a) If:




     (i) the Shelf Registration Statement is not filed with the Commission
prior to or on the Shelf Filing Deadline;




     (ii) the Shelf Registration Statement has not been declared effective
by the Commission prior to or on the Effectiveness Target Date;




     (iii) subject to the provisions of Section 4(b)(i) hereof, the Shelf
Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within five
Business Days by a post-effective amendment to the Shelf Registration
Statement or a report filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the
case of a post-effective amendment, is itself immediately declared
effective; or




     (iv) prior to or on the 45th, 60th or 90th day, as the case may be, of
any Suspension Period, such suspension has not been terminated;



(each such event referred to in foregoing clauses (i) through (iv), a
“Registration Default”), the Issuer hereby agrees to pay liquidated
damages (“Liquidated Damages”) with respect to the Transfer Restricted
Securities from and including the day following the Registration Default to but
excluding the day on which the Registration Default has been cured:





     (A) in respect of the Notes, to each holder of Notes, (x) with
respect to the first 90-day period during which a Registration Default
shall have occurred and be continuing, in an amount per year equal to
an additional 0.25% of the principal amount of the Notes and (y) with
respect to the period commencing on the 91st day following the day the
Registration Default shall have occurred and be continuing, in an
amount per year equal to an additional 0.50% of the principal amount of
the Notes; provided



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that in no event shall Liquidated Damages
accrue at a rate per year exceeding 0.50% of the principal amount of
the Notes; and




     (B) In respect of any shares of Common Stock, to each holder of
shares of Common Stock issued upon conversion of Notes, (x) with
respect to the first 90-day period in which a Registration Default
shall have occurred and be continuing, in an amount per year equal to
0.25% of the principal amount of the converted Notes and (y) with
respect to the period commencing the 91st day following the day the
Registration Default shall have occurred and be continuing, in an
amount per year equal to 0.50% of the principal amount of the converted
Notes; provided, however, that in no event shall
Liquidated Damages accrue at a rate per year exceeding 0.50% of the
principal amount of the converted Notes.



          (b) All accrued Liquidated Damages shall be paid in arrears to Record
Holders by the Issuer on each Damages Payment Date by wire transfer of
immediately available funds or by federal funds check. Following the cure of
all Registration Defaults relating to any particular Note or share of Common
Stock, the accrual of Liquidated Damages with respect to such Note or share of
Common Stock will cease.



          All obligations of the Issuer set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such Transfer Restricted Security
shall have been satisfied in full.



          A Holder shall only be entitled to Liquidated Damages pursuant to Section
3(a)(iii), Section 3(a)(iv) or Section 3(a)(v) if such Holder shall have
returned a completed questionnaire to the Issuer, together with such other
information as the Issuer may reasonably request.



          The Liquidated Damages set forth above shall be the exclusive monetary
remedy available to the Holders for such Registration Default.



          SECTION 4. Registration Procedures.



          (a) In connection with the Shelf Registration Statement, the Issuer shall
comply with all the provisions of Section 4(b) hereof and shall use its best
efforts to effect such registration to permit the resale of the Transfer
Restricted Securities in accordance with the intended method or methods of
distribution thereof, and pursuant thereto, shall as expeditiously as possible
prepare and file with the Commission a Shelf Registration Statement relating to
registration on any appropriate form under the Securities Act.



          (b) In connection with the Shelf Registration Statement and any Prospectus
required by this Agreement to permit the resale of Transfer Restricted
Securities, the Issuer shall:



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     (i) Subject to any notice by the Issuer in accordance with this
Section 4(b) of the existence of any fact or event of the kind described in
Section 4(b)(iii)(D), use its best efforts to keep the Shelf Registration
Statement continuously effective during the Effectiveness Period. Upon the
occurrence of any event that would cause the Shelf Registration Statement
or the Prospectus contained therein (A) to contain a material misstatement
or omission or (B) not be effective and usable for resale of Transfer
Restricted Securities during the Effectiveness Period, the Issuer shall
file promptly an appropriate amendment to the Shelf Registration Statement
or a report filed with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, in the case of clause (A), correcting any
such misstatement or omission, and, in the case of either clause (A) or
(B), use its best efforts to cause any such amendment to be declared
effective and the Shelf Registration Statement and the related Prospectus
to become usable for their intended purposes as soon as practicable
thereafter. Notwithstanding the foregoing, the Issuer may suspend the
effectiveness of the Shelf Registration Statement by written notice to the
Holders for a period not to exceed 45 days in any 90-day period or an
aggregate of 90 days in any 360 day period (each such period, a
“Suspension Period”) if, in the Issuer’s reasonable judgment, it
possesses material non-public information the disclosure of which would
have a material adverse effect on the business of the Issuer (and its
subsidiaries, if any, taken as a whole); provided, however,
that in the event the disclosure relates to a previously undisclosed
proposed or pending material business transaction, the disclosure of which
would impede the Issuer’s ability to consummate such transaction, the
Issuer may extend a Suspension Period from 45 days to 60 days.




     (ii) Prepare and file with the Commission such post-effective
amendments to the Shelf Registration Statement as may be necessary to keep
the Shelf Registration Statement effective during the Effectiveness Period;
cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under
the Securities Act, and to comply fully with the applicable provisions of
Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition
of all securities covered by the Shelf Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in the Shelf Registration
Statement or Prospectus supplement.




     (iii) Advise the selling Holders that have provided the information
required by Section 4(d) of this Agreement, Merrill Lynch, as
representative of the Initial Purchasers, and the underwriter(s), if any,
promptly (but in any event within five Business Days) and, if requested by
such Persons, confirm such advice in writing:




     (A) with respect to the Shelf Registration Statement or any
post-effective amendment thereto, when the same has become effective,
and when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed,



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     (B) of any request by the Commission for amendments to the Shelf
Registration Statement or amendments or supplements to the Prospectus
or for additional information relating thereto,




     (C) of the issuance by the Commission of any stop order suspending
the effectiveness of the Shelf Registration Statement under the
Securities Act or of the suspension by any state securities commission
of the qualification of the Transfer Restricted Securities for offering
or sale in any jurisdiction, or the initiation of any proceeding for
any of the preceding purposes, or




     (D) of the existence of any fact or the happening of any event,
during the Effectiveness Period, that makes any statement of a material
fact made in the Shelf Registration Statement or the Prospectus, any
amendment or supplement thereto, or any document incorporated by
reference therein untrue, or that requires the making of any additions
to or changes in the Shelf Registration Statement or the Prospectus in
order to make the statements therein not misleading.



          If at any time the Commission shall issue any stop order suspending the
effectiveness of the Shelf Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Issuer shall use its
reasonable best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time.




     (iv) Furnish to each of the selling Holders that have provided the
information required by Section 4(d) of this Agreement, Merrill Lynch, as
representative of the Initial Purchasers and each of the underwriter(s), if
any, before filing with the Commission, a copy of the Shelf Registration
Statement and copies of any Prospectus included therein or any amendments
or supplements to the Shelf Registration Statement or Prospectus (other
than documents incorporated by reference after the initial filing of the
Shelf Registration Statement), which documents will be subject to the
review of such Holders, Merrill Lynch as representative of the Initial
Purchasers and underwriter(s), if any, for a period of at least ten
Business Days, and the Issuer will not file any Shelf Registration
Statement or Prospectus or any amendment or supplement to the Shelf
Registration Statement or Prospectus (other than documents incorporated by
reference) to which a selling Holder of Transfer Restricted Securities
covered by the Shelf Registration Statement, Merrill Lynch, as
representative of the Initial Purchasers, or the underwriter(s), if any,
shall reasonably object within five Business Days after the receipt
thereof. A selling Holder, Merrill Lynch, as representative of the Initial Purchasers, or underwriter, if any,
shall be deemed to have reasonably objected to such filing if the Shelf
Registration Statement, amendment, Prospectus or supplement, as applicable,
as proposed to be filed, contains a material misstatement or omission.
Notwithstanding the foregoing, the Issuer shall not be required to furnish
the selling Holders with any amendment or supplement to the Shelf
Registration Statement or Prospectus filed solely to reflect changes to the
amount of Notes held by any



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     particular Holder at the request of such Holder
or immaterial revisions to the information contained therein.




     (v) If the selling Holders propose to make an underwritten public
offering of the Transfer Restricted Securities, subject to the proviso
contained in Section 4(b)(ix), make available at reasonable times for
inspection by one or more representatives of the selling Holders,
designated in writing by a Majority of Holders whose Transfer Restricted
Securities are included in the Shelf Registration Statement, any
underwriter participating in any distribution pursuant to the Shelf
Registration Statement and any attorney or accountant retained by such
selling Holders or any of the underwriter(s), all financial and other
records, pertinent corporate documents and properties of the Issuer as
shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the Issuer’s officers, directors,
managers and employees to supply all information reasonably requested by
any such representative or representatives of the selling Holders,
underwriter, attorney or accountant in connection with the Shelf
Registration Statement after the filing thereof and before its
effectiveness; provided, however, that any information
designated by the Issuer as confidential at the time of delivery of such
information shall be kept confidential by the recipient thereof.




     (vi) If requested by any selling Holders, Merrill Lynch and Credit
Suisse First Boston LLC or the underwriter(s), if any, promptly incorporate
in the Shelf Registration Statement or Prospectus, pursuant to a supplement
or post-effective amendment if necessary, such information as such selling
Holders, Merrill Lynch, as representative of the Initial Purchasers, and
such underwriter(s), if any, may reasonably request to have included
therein, including, without limitation: (1) information relating to the
“Plan of Distribution” of the Transfer Restricted Securities, (2)
information with respect to the principal amount of Notes or number of
shares of Common Stock being sold to such underwriter(s), if any, (3) the
purchase price being paid therefor and (4) any other terms of the offering
of the Transfer Restricted Securities to be sold in such offering; and make
all required filings of such Prospectus supplement or post-effective
amendment as soon as reasonably practicable after the Issuer is notified of
the matters to be incorporated in such Prospectus supplement or
post-effective amendment. Notwithstanding the foregoing, following the
effective date of the Shelf Registration Statement, the Issuer shall not be
required to file more than one such supplement or post-effective amendment
to reflect changes in the amount of Notes held by any particular Holder at
the request of such Holder in any 30-day period.




     (vii) Furnish to each selling Holder, Merrill Lynch, as representative
of the Initial Purchasers, and each of the underwriter(s), if any, without
charge, at least one copy of the Shelf Registration Statement, as first
filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or
exhibits thereto (or exhibits incorporated in such exhibits by reference)
as such Person may request).




     (viii) Deliver to each selling Holder, Merrill Lynch, as
representative of the Initial Purchasers, and each of the underwriter(s),
if any, without charge, as many copies of the



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Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such
Persons reasonably may request; subject to any notice by the Issuer in
accordance with this Section 4(b) of the existence of any fact or event of
the kind described in Section 4(b)(iii)(D), the Issuer hereby consents to
the use of the Prospectus and any amendment or supplement thereto by each
of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement
thereto.




(ix) If an underwriting agreement is entered into and the registration
is an Underwritten Registration, the Issuer shall:




     (A) upon request, furnish to each selling Holder and the
underwriter(s), if any, in such substance and scope as they may
reasonably request and as are customarily made by issuers to
underwriters in primary underwritten offerings, upon the date of
closing of any sale of Transfer Restricted Securities in an
Underwritten Registration: (1) a certificate, dated the date of such
closing, signed by the Chief Financial Officer of the Issuer
confirming, as of the date thereof, the matters set forth in Section
5(c) of the Purchase Agreement and such other matters as such parties
may reasonably request; (2) opinions, each dated the date of such
closing, of counsel to the Issuer covering such of the matters set
forth in the exhibits to the Purchase Agreement referred to in Section
5(a) thereof as are customarily covered in legal opinions to
underwriters in connection with primary underwritten offerings of
securities; and (3) customary comfort letters, dated the date of such
closing, from the Issuer’s independent certified public accountants
(and from any other accountants whose report is contained or
incorporated by reference in the Shelf Registration Statement), in the
customary form and covering matters of the type customarily covered in
comfort letters to underwriters in connection with primary underwritten
offerings of securities;




     (B) set forth in full in the underwriting agreement, if any,
indemnification provisions and procedures which provide rights no less
protective than those set forth in Section 6 hereof with respect to all
parties to be indemnified;




     (C) deliver such other documents and certificates as may be
reasonably requested by such parties to evidence compliance with clause
(A) above and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the selling
Holders pursuant to this clause (ix);




provided, however, that the Issuer shall not be required to
facilitate an Underwritten Offering, as set forth in this subsection (ix),
pursuant to the Shelf Registration Statement by any Holders unless the
offering relates to at least $50,000,000 principal amount of the Transfer
Restricted Securities.



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     (x) Before any public offering of Transfer Restricted Securities,
cooperate with the selling Holders, the underwriter(s), if any, and their
respective counsel in connection with the registration and qualification of
the Transfer Restricted Securities under the securities or Blue Sky laws of
such jurisdictions as the selling Holders or underwriter(s), if any, may
reasonably request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the Shelf Registration Statement;
provided, however, that the Issuer shall not be required (A)
to register or qualify as a foreign corporation or a dealer of securities
where it is not now so qualified or to take any action that would subject
it to the service of process in any jurisdiction where it is not now so
subject or (B) to subject itself to taxation in any such jurisdiction if
they are not now so subject.




     (xi) Cooperate with the selling Holders and the underwriter(s), if
any, to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and, when issued to
the purchasers of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, not bearing any restrictive legends (unless
required by applicable securities laws); and enable such Transfer
Restricted Securities to be in such denominations and registered in such
names as the selling Holders or the underwriter(s), if any, may request at
least two Business Days before any sale of Transfer Restricted Securities
made by the selling Holders or such underwriter(s).




     (xii) Use its best efforts to cause the Transfer Restricted Securities
covered by the Shelf Registration Statement to be registered with or
approved by such other U.S. governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s), if
any, to consummate the disposition of such Transfer Restricted Securities.




     (xiii) Subject to Section 4(b)(i) hereof, if any fact or event
contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred,
use its reasonable best efforts to prepare a supplement or post-effective
amendment to the Shelf Registration Statement or related Prospectus or any
document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.




     (xiv) Provide CUSIP numbers for all Transfer Restricted Securities not
later than the effective date of the Shelf Registration Statement and
provide the Trustee under the Indenture with certificates for the Notes that are in a form eligible
for deposit with The Depository Trust Company.




     (xv) Cooperate with respect to any filings required to be made with
the NASD and in the performance of any due diligence investigation by any
underwriter that is required to be retained in accordance with the rules
and regulations of the NASD.



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     (xvi) Otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission and all reporting requirements
under the rules and regulations of the Exchange Act.




     (xvii) Cause the Indenture to be qualified under the TIA not later
than the effective date of the Shelf Registration Statement required by
this Agreement, and, in connection therewith, cooperate with the Trustee
and the holders of Notes to effect such changes to the Indenture as may be
required for such Indenture to be so qualified in accordance with the terms
of the TIA; and execute and use its best efforts to cause the Trustee
thereunder to execute all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner.




     (xviii) Cause all Transfer Restricted Securities covered by the Shelf
Registration Statement to be listed or quoted, as the case may be, on each
securities exchange or automated quotation system on which similar
securities issued by the Issuer are then listed or quoted.




     (xix) Make available to each Holder upon written request each document
filed with the Commission pursuant to the requirements of Section 13 and
Section 15 of the Exchange Act after the effective date of the Shelf
Registration Statement.




     (xx) Use its best efforts to obtain a waiver from each person who
would otherwise have the right to have securities of the Issuer (other than
Transfer Restricted Securities) registered on the Shelf Registration
Statement required by this Agreement. To the extent the Issuer does not
receive such waivers, it will use its best efforts to obtain the consent of
such persons from whom waivers are not obtained to file a separate
registration statement with respect to all such other registrable
securities, rather than include them in the Shelf Registration Statement
and, upon receipt of such consent, to register such registrable securities
in accordance therewith.



          (c) Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Issuer of the existence of any fact
of the kind described in Section 4(b)(iii)(D) hereof, such Holder will, and
will use its reasonable best efforts to cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement until:




     (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 4(b)(xiii) hereof; or



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     (ii) such Holder is advised in writing (the “Advice”) by the
Issuer that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus. If so directed by the Issuer, each Holder will
deliver to the Issuer (at the Issuer’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time
of receipt of such notice of suspension.



          (d) Each Holder who intends to be named as a selling Holder in the Shelf
Registration Statement shall furnish to the Issuer in writing, prior to or on
the 20th Business Day after receipt of a request therefor as set forth in a
questionnaire, such information regarding such Holder and the proposed
distribution by such Holder of its Transfer Restricted Securities as the Issuer
may reasonably request for use in connection with the Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. (The form
of the questionnaire is attached as Annex A to the Offering Memorandum) Holders
that do not complete the questionnaire and deliver it to the Issuer shall not
be named as selling securityholders in the Prospectus or preliminary Prospectus
included in the Shelf Registration Statement and therefore shall not be
permitted to sell any Transfer Restricted Securities pursuant to the Shelf
Registration Statement. Each Holder who intends to be named as a selling Holder
in the Shelf Registration Statement shall promptly furnish to the Issuer in
writing such other information as the Issuer may from time to time reasonably
request in writing. Each Holder as to which the Shelf Registration Statement is
being effected agrees to furnish promptly to the Issuer all information
required to be disclosed in order to make information previously furnished to
the Issuer by such Holder not materially misleading.



          SECTION 5. Registration Expenses.



          (a) All expenses incident to the Issuer’s performance of or compliance
with this Agreement shall be borne by the Issuer regardless of whether a Shelf
Registration Statement becomes effective, including, without limitation:




     (i) all registration and filing fees and expenses (including filings
made by any Initial Purchasers, Holders or underwriters with the NASD);




     (ii) all fees and expenses of compliance with federal securities and
state Blue Sky or securities laws;




     (iii) all expenses of printing (including printing of Prospectuses and
certificates for the Common Stock to be issued upon conversion of the
Notes), messenger and delivery services and telephone;




     (iv) all fees and disbursements of counsel to the Issuer and, subject
to Section 5(b) below, the Holders of Transfer Restricted Securities;



14









 






     (v) all application and filing fees in connection with listing (or
authorizing for quotation) the Common Stock on a national securities
exchange or automated quotation system pursuant to the requirements hereof;
and




     (vi) all fees and disbursements of independent certified public
accountants of the Issuer (including the expenses of any special audit and
comfort letters required by or incident to such performance).



The Issuer shall bear its internal expenses (including, without limitation, all
salaries and expenses of their officers and employees performing legal,
accounting or other duties), the expenses of any annual audit and the fees and
expenses of any Person, including special experts, retained by the Issuer.




          (b) In connection with the review of the Shelf Registration Statement and
other documents referred to in this Agreement, the Issuer shall, against a
reasonably detailed invoice therefor, reimburse Merrill Lynch, on behalf of the
Initial Purchasers, and the Holders of Transfer Restricted Securities being
registered pursuant to the Shelf Registration Statement, for the reasonable
fees and disbursements of not more than one counsel, which shall be Shearman &
Sterling LLP, or such other counsel as may be chosen by a Majority of Holders
for whose benefit the Shelf Registration Statement is being prepared.



          SECTION 6. Indemnification and Contribution.



          (a) The Issuer agrees to indemnify and hold harmless each Initial
Purchaser (and each of their directors, officers and employees), each Holder
whose securities are included in a Shelf Registration Statement (and each of
their directors, officers and employees), each Person who participates as an
underwriter (any such Person being an “Underwriter”) and each Person, if
any, who controls any Initial Purchaser, Holder or Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act as follows:




     (i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in such Shelf Registration
Statement (or any amendment thereto), including all documents incorporated
therein by reference, or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading;



15









 






     (ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided, however that
(subject to Section 6(d) below) any such settlement is effected with the
written consent of the Issuer; and




     (iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by any indemnified party),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;



provided, however, that this indemnity agreement shall not apply
to any loss, liability, claim, damage or expense to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information furnished to the
Issuer by the Initial Purchasers, such Holder or such Underwriter expressly for
use in a Shelf Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto) and (y) with respect to any
untrue statement or omission or alleged untrue settlement or omission made in
any preliminary prospectus relating to the Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to the
benefit of any Holder from whom the person asserting any such losses, claims,
damages or liabilities purchased the Transfer Restricted Securities concerned,
to the extent that a prospectus relating to such Transfer Restricted Securities
was required to be delivered by such Holder under the Securities Act in
connection with such purchase and any such loss, claim, damage or liability of
such Holder results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Transfer
Restricted Securities to such person, a copy of the final prospectus if (1) the
Issuer had previously furnished copies thereof to such Holder and (2) such
loss, claim, damage or liability of such Holder resulted from an untrue
statement or omission or alleged untrue settlement or omission contained in the
or omitted from the preliminary prospectus which was corrected in the final
prospectus; provided further, however, that this indemnity
agreement will be in addition to any liability which the Issuer may otherwise
have to such Indemnified Party.




          (b) Each Holder whose securities are included in a Shelf Registration
Statement, severally but not jointly, agrees to indemnify and hold harmless the
Issuer (and its directors, officers and employees), the Initial Purchasers (and
each of their directors, officers and employees), each Underwriter (and each of
their directors, officers and employees) and the other selling Holders (and
each of their directors, officers and employees) and each Person, if any, who
controls the Issuer, the Initial Purchasers, any Underwriter or any other
selling Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section



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6(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in such Shelf Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Holder furnished to the Issuer by such Holder expressly
for use in such Shelf Registration Statement (or any amendment thereto) or such
Prospectus (or any amendment or supplement thereto); provided,
however, that no such Holder shall be liable for any claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Transfer Restricted Securities pursuant to such Shelf Registration Statement.




          (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnifying party
from any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which
it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of such
action; provided, however, that counsel to the indemnifying party
shall not (except with the consent of the indemnified party) also be counsel to
the indemnified party. In no event shall the indemnifying party or parties be
liable for the fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.



          (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.



          (e) If the indemnification provided for in this Section 6 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such



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indemnified party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Issuer from the offering and sale
of the Transfer Restricted Securities on the one hand and a Holder with respect
to the sale by the Holder of the Transfer Restricted Securities on the other
hand; or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.




          The relative benefits received by the Issuer on the one hand and a Holder
on the other hand with respect to such offering and such sale shall be deemed
to be in the same proportion as the total net proceeds from the offering of the
Notes purchased under the Purchase Agreement (before deducting expenses)
received by the Issuer, as set forth in the Offering Memorandum on the one hand
bear to the total net proceeds received by such Holder with respect to its sale
of Transfer Restricted Securities on the other. The relative fault of the
indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or parties on the one hand or the
indemnified party or parties on the other hand and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.



          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 6. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 6 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.



          Notwithstanding the provisions of this Section 6, no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Transfer Restricted Securities purchased by it were resold exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of
any untrue or alleged untrue statement or omission or alleged omission. The
Holders’ obligations to contribute as provided in this Section 6(e) are several
and not joint. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.



          For purposes of this Section 6, each Person, if any, who controls an
Initial Purchaser, a Holder or an Underwriter within the meaning of Section 15
of the Securities Act or Section 20 of



18









 





the Exchange Act shall have the same
rights to contribution as such Initial Purchaser, such Holder or such
Underwriter, and each director of the Issuer, and each Person, if any, who
controls the Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as
the Issuer.




          SECTION 7. Rule 144A. In the event the Issuer is not subject to
Section 13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding,
to make available to any Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A.



          SECTION 8. Participation in Underwritten Registrations. No Holder
may participate in any Underwritten Registration hereunder unless such Holder:




     (i) agrees to sell such Holder’s Transfer Restricted Securities on the
basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements, and




     (ii) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such underwriting arrangements.



          SECTION 9. Selection of Underwriters. Subject to the proviso
contained in Section 4(b)(ix), the Holders of Transfer Restricted Securities
covered by the Shelf Registration Statement who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by a Majority of
Holders whose Transfer Restricted Securities are included in such offering;
provided, that such investment bankers and managers must be reasonably
satisfactory to the Issuer.



          SECTION 10. Miscellaneous.



          (a) Remedies. The Issuer acknowledges and agrees that any failure
by the Issuer to comply with its obligations under Section 2 hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Issuer’s obligations under Section 2
hereof. The Issuer further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.



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          (b) Adjustments Affecting Transfer Restricted Securities. The
Issuer shall not, directly or indirectly, take any action with respect to the
Transfer Restricted Securities as a class that would adversely affect the
ability of the Holders to include such Transfer Restricted Securities in a
registration undertaken pursuant to this Agreement.



          (c) No Inconsistent Agreements. The Issuer will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. In addition, the
Issuer shall not, on or after the date hereof, grant to any of its security
holders (other than the holders of Transfer Restricted Securities in such
capacity) the right to include any of its securities in the Shelf Registration
Statement provided for in this Agreement other than the Transfer Restricted
Securities. Except as disclosed in the Offering Memorandum dated September 28,
2004 relating to the Notes, the Issuer has not previously entered into any
agreement (which has not expired or been terminated) granting any registration
rights with respect to its securities to any Person which rights conflict with
the provisions hereof.



          (d) Amendments and Waivers. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of a Majority of Holders.



          (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the
registrar under the Indenture or the transfer agent of the Common Stock, as
the case may be; and




     (ii) if to the Issuer:




Human Genome
Sciences, Inc.

14200 Shady Grove Road

Rockville, Maryland 20850

Attention: General Counsel




With a copy (which shall not constitute notice) to:




Piper Rudnick LLP

6225 Smith Avenue

Baltimore, Maryland 21209

Attention: R.W. Smith, Jr., Esq.



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All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next Business
Day, if timely delivered to an air courier guaranteeing overnight delivery.




          (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities;
provided, however, that (i) this Agreement shall not inure to the
benefit of or be binding upon a successor or assign of a Holder unless and to
the extent such successor or assign acquired Transfer Restricted Securities
from such Holder and (ii) nothing contained herein shall be deemed to permit
any assignment, transfer or other disposition of Transfer Restricted Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities, in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement.



          (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



          (h) Securities Held by the Issuer or Their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Issuer or its “affiliates” (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.



          (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



          (j) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.



          (k) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.



          (l) Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and



21









 





understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuer with
respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.




[Remainder of page intentionally left blank]




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          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	HUMAN GENOME SCIENCES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steven C. Mayer                                     
	

	 	 	 	Name:   Steven C. Mayer
	

	 	 	 	Title:     Executive
Vice President and

              Chief Financial Officer
	Agreed and accepted as of the date first above written:
	 	 	 	 







MERRILL LYNCH, PIERCE, FENNER & SMITH

                     INCORPORATED




	 	 	 
	By:

	 	/s/ Steven Fisch    
                   
	

	 	Name:  Steven Fisch
	

	 	Title:    Managing
Director
	 
	 	 
	CREDIT SUISSE FIRST BOSTON LLC
	 
	 	 
	By:
	 	/s/ Steven Winnert                   
	

	 	Name:  Steven Winnert
	

	 	Title:    Managing
Director








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