8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2010

HUMAN GENOME SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-14169	22-3178468
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14200 Shady Grove Road, Rockville, Maryland	20850-7464
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (301) 309-8504

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2010, Human Genome Sciences, Inc. (the “Company”) announced that David P. Southwell has been named the Company’s new Executive Vice President and Chief Financial Officer, effective March 22, 2010. Effective March 9, 2010, Mr. Southwell resigned from the Company’s Board of Directors.

Mr. Southwell will be entitled to an annual base salary of $440,000. In addition, Mr. Southwell will be eligible for a pro rata discretionary performance bonus of up to 50% of his base salary for the balance of 2010. After 2010, Mr. Southwell may be eligible for an annual bonus as determined by the Compensation Committee of the Board of Directors. Upon his first day of employment with the Company, Mr. Southwell will be granted an option to acquire 275,000 shares of the Company’s common stock at an exercise price equal to the fair market value on the date of the grant. The option will vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting monthly thereafter. Mr. Southwell will also be eligible to receive grants of stock options or other equity-based awards from time to time as determined by the Compensation Committee of the Board of Directors. Mr. Southwell is anticipated to relocate to the geographic area of the Company’s principal executive offices, and he will receive a transition bonus payment of $100,000 to assist with that relocation.

Mr. Southwell will serve as an at will employee and either Mr. Southwell or the Company may terminate Mr. Southwell’s employment at any time. If the Company terminates Mr. Southwell’s employment without cause or Mr. Southwell terminates his employment for good reason, Mr. Southwell will be entitled to receive the following payments and benefits provided that he enters into a release of claims in favor of the Company in connection with his termination of employment: (i) payment of all accrued but unpaid base salary, any earned but unpaid bonuses for any prior period, all earned or vested incentive compensation or benefits, all accrued but unpaid reimbursable business expenses and all accrued but unused paid-time-off days; (ii) base salary continuation payments for a period of 12 months; (iii) a pro rata bonus payment based on the bonus earned for the prior fiscal year; (iv) continued participation in the Company’s group health plan for a period of 12 months at the Company’s expense, provided that Mr. Southwell is not then eligible to participate in a group health plan of another entity; and (v) a 12-month period, measured from the date of Mr. Southwell’s termination of employment, within which to exercise all vested stock options outstanding upon the date of termination, but in no event may such exercise occur beyond the term stated in the applicable award agreement.

Pursuant to the Company’s Second Amended and Restated Key Executive Severance Plan (the “Key Executive Severance Plan”), the Company will enter into an agreement with Mr. Southwell to provide that in the event Mr. Southwell’s employment is terminated by the Company without cause or terminated by Mr. Southwell for good reason, in either case within 18 months after a Change in Control (as defined in the Key Executive Severance Plan), the Company will make a cash payment to Mr. Southwell equal to 1.5 times the sum of Mr. Southwell’s annual salary plus average annual bonus and Mr. Southwell will be entitled to continue to participate in the Company’s group medical, dental, life and disability programs for a period of 18 months at the same rates applicable to Mr. Southwell during his employment. In addition, the Key Executive Severance Plan provides that upon a Change in Control, all option grants will vest unless the options are assumed or replaced in connection with the Change in Control and the assumed or replacement options vest in the event Mr. Southwell’s employment is terminated without cause or Mr. Southwell resigns for good reason, in either case within 18 months after the Change in Control. As a condition to participation in the Key Executive Severance Plan, Mr. Southwell will be subject to certain confidentiality and non-solicitation provisions.

Previously, Mr. Southwell was a member of our Board of Directors and the Audit Committee since 2008. Mr. Southwell served as Executive Vice President and Chief Financial Officer at Sepracor Inc. from 1995 to May 2008. Mr. Southwell served as Senior Vice President and Chief Financial Officer at Sepracor from 1994 to 1995. Prior to his employment with Sepracor, Mr. Southwell was employed by Lehman Brothers Inc. in various positions within the investment bank division, most recently in the position of Vice President. He received a B.A. from Rice University and an M.B.A. at the Tuck School of Business at Dartmouth College.

Mr. Southwell’s decision to resign as a director was not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

Effective March 22, 2010 Barry A. Labinger will cease serving as interim Chief Financial Officer but will continue as the Company’s Executive Vice President and Chief Commercial Officer.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated March 9, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMAN GENOME SCIENCES, INC.

By: /s/ James H. Davis, Ph.D.                          
Name: James H. Davis, Ph.D.
Title: Executive Vice President, General Counsel and Secretary

Date: March 10, 2010

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press release dated March 9, 2010

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Media Contact:
Jerry Parrott
Vice President, Corporate Communications
301-315-2777
Investor Contact:
Peter Vozzo
Senior Director, Investor Relations
301-251-6003

HUMAN GENOME SCIENCES APPOINTS DAVID P. SOUTHWELL EXECUTIVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

ROCKVILLE, Maryland – March 9, 2010 – Human Genome Sciences, Inc. (Nasdaq: HGSI) today announced that David P. Southwell has been named Executive Vice President and Chief Financial Officer. He will report directly to H. Thomas Watkins, President and Chief Executive Officer, and will serve as a member of the Management Committee of the Company. Mr. Southwell has served as a member of the HGS Board of Directors since July 2008, and he is resigning from the Board to accept this new position. His new appointment is effective March 22, 2010.

Prior to joining the HGS Board, Mr. Southwell was at Sepracor, Inc., a research-based pharmaceutical company, where he served as Executive Vice President and Chief Financial Officer.

“David Southwell brings more than twenty-five years of experience to HGS, including serving as Chief Financial Officer of a leading public specialty pharmaceutical company,” said Mr. Watkins. “He has a significant track record of accomplishment in financial management and strategy. We are pleased to welcome David to his new role as we continue to move toward our goal of becoming a fully commercial biopharmaceutical company.”

During his fourteen-year tenure at Sepracor, Mr. Southwell advanced through a series of senior management positions with increasing responsibility in finance, corporate planning, development and licensing. Prior to joining Sepracor, Mr. Southwell was Vice President, Investment Banking Division, at Lehman Brothers in New York.

“I am excited to be joining a team I know well from my role on the Board, at a pivotal time for the Company,” said Mr. Southwell.

Mr. Southwell graduated from Rice University, and received his M.B.A. from the Tuck School of Business at Dartmouth College. He serves as Chairman of the Board of Directors for BioSphere Medical, Inc. and is a member of the Board of Directors of PTC

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Therapeutics, Inc. He also serves as Chairman of the Tuck School of Business MBA Advisory Board.

About Human Genome Sciences

The mission of HGS is to apply great science and great medicine to bring innovative drugs to patients with unmet medical needs. The HGS clinical development pipeline includes novel drugs to treat lupus, hepatitis C, inhalation anthrax and cancer.

The Company’s primary focus is rapid progress toward the commercialization of its two lead drugs, BENLYSTA™ (belimumab) for systemic lupus and ZALBIN™ (albinterferon alfa-2b) for hepatitis C. Phase 3 development has been completed successfully for both BENLYSTA and ZALBIN. The submission of marketing applications for BENLYSTA is planned in the U.S., Europe and other regions in the second quarter of 2010. A BLA has been submitted for ZALBIN to the FDA in the United States, and an MAA has been submitted under the brand name JOULFERON® to the EMEA in Europe.

In April 2009, HGS completed the delivery of 20,000 doses of raxibacumab to the U.S. Strategic National Stockpile for use in the event of an emergency to treat inhalation anthrax. In July 2009, HGS secured a new purchase order for 45,000 doses, and the Company delivered the first 5,600 doses to the Stockpile under the new order in November 2009.

HGS also has several drugs in earlier stages of development for treatment of cancer, led by the TRAIL receptor antibody mapatumumab and a small-molecule antagonist of inhibitor-of-apoptosis proteins. In addition, HGS has substantial financial rights to certain products in the GSK clinical pipeline including darapladib, in Phase 3 development in patients with coronary heart disease, and Syncria® (albiglutide), in Phase 3 development in patients with type 2 diabetes.

For more information about HGS, please visit the Company’s web site at www.hgsi.com. Health professionals and patients interested in clinical trials of HGS products may inquire via e-mail to medinfo@hgsi.com or by calling HGS at (877) 822-8472.

HGS, Human Genome Sciences, BENLYSTA, and ZALBIN are trademarks of Human Genome Sciences, Inc. Other trademarks referenced are the property of their respective owners.

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Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on Human Genome Sciences’ current intent, belief and expectations. These statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Actual results may differ materially from these forward-looking statements because of Human Genome Sciences’ unproven business model, its dependence on new technologies, the uncertainty and timing of clinical trials, Human Genome Sciences’ ability to develop and commercialize products, its dependence on collaborators for services and revenue, its substantial indebtedness and lease obligations, its changing requirements and costs associated with facilities, intense competition, the uncertainty of patent and intellectual property protection, Human Genome Sciences’ dependence on key management and key suppliers, the uncertainty of regulation of products, the impact of future alliances or transactions and other risks described in the Company’s filings with the SEC. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today’s date. Human Genome Sciences undertakes no obligation to update or revise the information contained in this announcement whether as a result of new information, future events or circumstances or otherwise.

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