8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

March 24, 2004

Date of Report
(Date of earliest event reported)

HUMAN GENOME SCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-022962	22-3178468
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)

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)

Item 5. Other Events and Required FD Disclosure.

          On March 25, 2004, Human Genome Sciences, Inc. (the “Company”) issued two press releases, copies of which are attached hereto as Exhibits 99.1 and 99.2. One press release announces that William A. Haseltine, Ph.D., the Company’s founder, chairman and chief executive officer, will retire later this year. The other press release announces the Company’s plan to reduce the number of drugs in early development and the implementation of a cost reduction program, as a result of which the Company plans to record certain charges to earnings in 2004.

          In connection with Dr. Haseltine’s planned retirement, the Company and Dr. Haseltine entered into a Retirement Agreement, a copy of which is attached hereto as Exhibit 99.3. As a result of the treatment of Dr. Haseltine’s stock options under the Retirement Agreement, the Company expects to incur a non-cash charge to earnings of approximately $4.2 million, to be recognized over Dr. Haseltine’s remaining employment period.

Item 7. Financial Statements and Exhibits.

          (c) Exhibits

Exhibit		Description
	99.1	Press Release issued March 25, 2004
	99.2	Press Release issued March 25, 2004
	99.3	Retirement Agreement dated as of March 24, 2004 between the Company and William A. Haseltine, Ph.D.

SIGNATURES

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

	HUMAN GENOME SCIENCES, INC.
Date: March 26, 2004	By:	/s/ James H. Davis, Ph.D.
		James H. Davis, Ph.D.
		Executive Vice President and    General Counsel

EX-99.1

Exhibit 99.1

	HUMAN GENOME SCIENCES, INC.
	14200 Shady Grove Road, Rockville, Maryland    20850

FOR IMMEDIATE RELEASE
CONTACTS:
Jerry Parrott
Vice President, Corporate Communications
301/315-2777
Rachel Spielman
Executive Vice President
Ruder Finn
212/583-2714
Kate de Santis
Director, Investor Relations
301/251-6003

WILLIAM HASELTINE PLANS TO RETIRE AS CHAIRMAN AND

CHIEF EXECUTIVE OFFICER OF HUMAN GENOME SCIENCES

- Retirement to be effective when new CEO is appointed or late 2004 -

          ROCKVILLE, Maryland – March 25, 2004 – Human Genome Sciences, Inc. (Nasdaq: HGSI) announced today that Founder, Chairman and Chief Executive Officer William A. Haseltine, Ph.D., informed the Board of Directors that he intends to retire when a new Chief Executive Officer is appointed or later this year. Dr. Haseltine has asked the Board of Directors to assist him in searching for a successor.

          Max Link, lead Director, speaking for the Board, said, “Bill has made immeasurable contributions to the Company from its inception. His founding vision, leadership and energy have both defined the Company and helped to create the new field of genomic medicine. We understand but regret his decision. Bill leaves this Company well positioned to lead in the development and commercialization of genomic drug therapies.

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          “Bill Haseltine founded Human Genome Sciences in 1992, during the pioneering days of gene-based research and was part of the original team responsible for discovery of novel human genes. Under his leadership, the Company has developed a strong genomics-based pipeline of promising drugs in development, as well as a strong cash position. He led the Company in its initial public offering in 1993, and also led the Company’s efforts to raise over $2.2 Billion in capital and approximately $600 Million in facilities financing. Bill also recruited an outstanding senior management team and a strong, diverse group of independent Directors.”

          Dr. Haseltine said, “It is with a heavy heart that I reached the decision to retire from Human Genome Sciences. I am proud of our accomplishments over the past twelve years, not only for the Company and our shareholders, but for the influence we have had on shaping the biotechnology and pharmaceutical industry as a whole. We have created the foundation for a new, better, genomics-based medicine, providing a powerful means to discover drugs to treat and cure intractable diseases such as cancer, lupus, AIDS, heart disease and osteoporosis.

          “When I founded Human Genome Sciences in 1992, I promised myself that I would devote the next ten years to the Company. That time and more has passed. It is time in my own life and the life of the Company for me to move on to the next phase of my career. First and foremost, I am a scientist, dedicated to pushing back the boundaries of knowledge for the betterment of human health. For the past twelve years, Human Genome Sciences has provided me with an unparalleled opportunity to make a difference. Our Company now has a mature pipeline, which requires additional late-stage product development and commercial expertise to ready it for the marketplace.

          “Accordingly, I have asked the Board of Directors to assist me in searching for and appointing a new CEO with demonstrated skills in late-stage product development, manufacturing and pharmaceutical sales and marketing, precisely the skills needed to leverage the Company’s strong product portfolio and financial assets. This will allow us to remain at the forefront of the industry, as both a scientific and commercial leader.”

          William Haseltine added, “I intend to continue both my scientific and not-for-profit activities and to use my skills and knowledge for the betterment of human health in both the developed and developing world. I am grateful for the opportunity to found, to build and to lead Human Genome Sciences for the past twelve years. It has been an honor and privilege to work with all the fine people who comprise our Company.”

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Background

     In 2004 and 2005, the Company’s primary focus will be clinical trials of its core pipeline, comprised of five products in two main therapeutic areas: immunology/infectious disease and oncology. These include: LymphoStat-B™ for the treatment of systemic lupus erythematosus and rheumatoid arthritis in Phase 2 trials; anti-TRAIL Receptor 1 and TRAIL Receptor 2 monoclonal antibodies for the treatment of cancer in Phase 1 trials; Albuferon™ for the treatment of chronic hepatitis C in Phase 1/2 trials; and an anti-CCR5 monoclonal-antibody for the treatment of HIV/AIDS for which the Company plans to file an Investigational New Drug application later this year.

          The Company also holds significant royalty and co-promotion rights to several drugs in clinical trials by its partner, GlaxoSmithKline, including an inhibitor of the enzyme Lp-PLA2 for treatment of cardiovascular disease, which is scheduled to enter Phase 3 trials this year, and an inhibitor of a cathepsin enzyme for the treatment of osteoporosis.

          For additional information on Human Genome Sciences, please visit our web site at www.hgsi.com.

          Health professionals or patients interested in inquiring about clinical trials involving HGSI products are encouraged to inquire via the Contact Us section of the Human Genome Sciences web site, www.hgsi.com/products/request.html, or by calling us at (240) 314-4400, extension 3550.

          Human Genome Sciences is a company with the mission to treat and cure disease by bringing new gene-based protein and antibody drugs to patients.

          HGS, Human Genome Sciences, Albuferon, and LymphoStat-B are trademarks of Human Genome Sciences, Inc.

          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 the Company’s unproven business model, its dependence on new technologies, the uncertainty and timing of clinical trials, the Company’s ability to develop and commercialize products, its dependence on collaborators for services and revenue, its substantial indebtedness and lease obligations, its changing

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requirements and costs associated with planned facilities, intense competition, the uncertainty of patent and intellectual property protection, the Company’s 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 Securities and Exchange Commission. 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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EX-99.2

Exhibit 99.2

	HUMAN GENOME SCIENCES, INC.
	14200 Shady Grove Road, Rockville, Maryland    20850

FOR IMMEDIATE RELEASE
CONTACTS:
Jerry Parrott
Vice President, Corporate Communications
301/315-2777
Rachel Spielman
Executive Vice President
Ruder Finn
212/583-2714
Kate de Santis
Director, Investor Relations
301/251-6003

HUMAN GENOME SCIENCES TO SHARPEN FOCUS – ANNOUNCES PLANS

TO CONCENTRATE ON DRUGS OF HIGHEST POTENTIAL

          ROCKVILLE, Maryland – March 25, 2004 – Human Genome Sciences, Inc. (Nasdaq: HGSI) announced today that it is sharpening its focus in preparation for the commercialization of the Company’s most promising drug candidates. As part of this strategy, the Company plans to reduce the number of drugs in early development and to focus resources on its drugs that address the greatest unmet medical needs with substantial growth potential. The Company will also embark on a cost reduction program to include streamlining of operations, reduction of its staff, and consolidation of its facilities, which will substantially reduce projected future expenses. In addition, the Company will look at business options for maximizing the value of its remaining early stage pipeline.

          William A. Haseltine, Ph.D., Chairman and Chief Executive Officer of Human Genome Sciences, said, “It is only by bringing the benefits of genomics research to the market that patients will benefit. Successful late-stage development and marketing require an intense concentration and commitment to specific products. The changes announced today allow us to focus our efforts on bringing our most promising drug

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candidates to market. We are fortunate that genomics has provided our Company with a wealth of exciting drug candidates. It is now up to us to bring these drugs to the patient. “

          In a separate announcement today, Dr. Haseltine announced that he plans to retire as Chairman and CEO in 2004, but said that he will lead the company in implementing the refocused strategy and has asked the Board to work with him to identify a successor.

Pipeline Prioritization

          In 2004 and 2005, the Company’s primary focus will be clinical trials of its core pipeline, comprised of five products in two main therapeutic areas: immunology/infectious disease and oncology. These include: LymphoStat-B™ for the treatment of systemic lupus erythematosus and rheumatoid arthritis in Phase 2 trials; anti-TRAIL Receptor 1 and TRAIL Receptor 2 monoclonal antibodies for the treatment of cancer in Phase 1 trials; Albuferon™ for the treatment of chronic hepatitis C in Phase 1/2 trials; and an anti-CCR5 monoclonal antibody for the treatment of HIV/AIDS for which the Company plans to file an Investigational New Drug application later this year.

Commitment to Partnerships

          The Company also holds significant royalty and co-promotion rights to several drugs in clinical trials by its partner, GlaxoSmithKline, including an inhibitor of the enzyme Lp-PLA2 for treatment of cardiovascular disease, which is scheduled to enter Phase 3 trials this year, and an inhibitor of a cathepsin enzyme for the treatment of osteoporosis.

     Human Genome Sciences may also enter partnership or outlicensing agreements with other companies for the development of its clinical and preclinical drug candidates outside its current focus.

Cost Reduction Initiatives

          Human Genome Sciences also announced that it will reduce its workforce by approximately 200 positions, or about 20 percent of the total staff. Employees who are affected will be eligible to receive severance pay, continuation of health benefits, and outplacement services. The Company also expects to consolidate its facilities to achieve greater effectiveness. Human Genome Sciences plans to take a one-time charge to first quarter 2004 as a consequence of its refocusing activities.

     Craig A. Rosen, Ph.D., President, Research and Development, said, “While the decision to reduce our staff is difficult, the streamlining of our operations and reduction of our expenditures will make it possible for us to concentrate our efforts and financial resources on those drugs that have the greatest potential and address significant unmet

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medical need. The sharpened focus on our most promising products, reduction in staff, and consolidation of facilities will substantially reduce our future expenses and help to ensure that our most promising drugs reach patients as soon as possible.”

Background on Core Pipeline

       Among Human Genome Sciences’ novel drugs in clinical development for immunology/infectious disease are:

• LymphoStat-B, a human monoclonal antibody for the treatment of autoimmune diseases such as lupus and rheumatoid arthritis. The results of a Phase 1 clinical trial demonstrate that LymphoStat-B is safe, well tolerated and biologically active in patients with systemic lupus erythematosus. LymphoStat-B has received a Fast Track Product designation from the U.S. Food and Drug Administration (FDA) for the treatment of systemic lupus erythematosus, and was recently selected for inclusion in the FDA’s new Continuous Marketing Application Pilot 2 Program. The Pilot 2 Program provides for more frequent scientific feedback and interactions between the FDA and participating companies. Human Genome Sciences currently is conducting Phase 2 clinical trials of LymphoStat-B in patients with systemic lupus erythematosus and in patients with rheumatoid arthritis. The Company expects to complete the enrollment of both Phase 2 trials of LymphoStat-B in 2004.

• Albuferon, a novel long-acting form of interferon alpha for the treatment of chronic hepatitis C. Human Genome Sciences currently is conducting a Phase 1/2 clinical trial of Albuferon in adults with chronic hepatitis C who have failed previous interferon alpha treatments. Interim results reported to date demonstrate that Albuferon is well tolerated, has a prolonged half-life, and is biologically active. The Company is continuing to evaluate Albuferon at higher doses, in single-dose and repeat-dose cohorts, under an amended protocol designed to seek the maximum biological response that can be achieved at a tolerable dose. In 2004, the Company expects to complete the ongoing Phase 1/2 trial, and to complete enrollment for a Phase 2 clinical trial of Albuferon in patients with chronic hepatitis C who are naïve to treatment with interferon alpha.

       Among Human Genome Sciences’ novel drugs in clinical development for oncology are:

• TRAIL Receptor 1 agonistic human monoclonal antibody (HGS-ETR1). HGS-ETR1 is a novel anticancer drug that specifically recognizes and binds to the TRAIL (tumor necrosis factor-related apoptosis-inducing ligand) Receptor 1 protein. Preclinical studies demonstrate that solid tumors and tumors of hematopoietic origin are sensitive to killing by apoptosis, or programmed cell death, induced by binding to HGS-ETR1. Because HGS-ETR1 mimics the activity of native TRAIL when it binds to TRAIL Receptor 1, it is considered an agonistic antibody. Human Genome Sciences currently is conducting Phase 1 clinical trials

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to evaluate the safety and pharmacology of HGS-ETR1 in patients with advanced solid tumors or hematological malignancies. The Company expects to advance HGS-ETR1 to Phase 2 clinical trials in 2004.

• TRAIL Receptor 2 agonistic human monoclonal antibody (HGS-ETR2). HGS-ETR2 specifically recognizes and binds to the TRAIL Receptor 2 protein, which is found on the surface of solid tumor and hematopoietic cancer cells. Human Genome Sciences currently is enrolling patients with advanced tumors into Phase 1 open-label, dose-escalating clinical trials of HGS-ETR2. The trials will evaluate HGS-ETR2’s safety and pharmacology, and are being conducted in the United Kingdom and the United States. The Company plans to complete the enrollment of both Phase 1 trials of HGS-ETR2 in 2004.

          In addition, Human Genome Sciences announced that it intends later this year to file an Investigational New Drug application for a human monoclonal antibody to the CCR5 receptor for the treatment of HIV/AIDS infection. The CCR5 receptor has been shown to be important for HIV entry into human cells. The Company’s CCR5 antibody is intended to block entry of the HIV virus and its subsequent replication.

          Health professionals interested in more information about trials involving HGSI products are encouraged to inquire via the Contact Us section of the Human Genome Sciences web site, www.hgsi.com/products/request.html, or by calling (240) 314-4400, extension 3550.

          Human Genome Sciences is a company with the mission to treat and cure disease by bringing new gene-based protein and antibody drugs to patients.

          HGS, Human Genome Sciences, Albuferon, and LymphoStat-B are trademarks of Human Genome Sciences, Inc.

          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 the Company’s unproven business model, its dependence on new technologies, the uncertainty and timing of clinical trials, the Company’s 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 planned facilities, intense competition, the uncertainty of patent and intellectual property protection, the Company’s dependence on key management and key suppliers, the uncertainty of regulation of products, the impact of future alliances or transactions and other risks

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described in the Company’s filings with the Securities and Exchange Commission. 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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EX-99.3

Exhibit 99.3

RETIREMENT AGREEMENT
(William A. Haseltine, Ph.D.)

                    RETIREMENT AGREEMENT, dated as of March 24, 2004, between HUMAN GENOME SCIENCES, INC. (the “Company”) and WILLIAM A. HASELTINE, Ph.D. (“Executive”).

1.     Retirement. Executive agrees that he will retire as Chairman and Chief Executive Officer of the Company, will resign as a member of the Board of Directors of the Company (the “Board”), and will resign from all other offices and positions with the Company, in each case on the earlier to occur of (a) October 17, 2004 and (b) the date that a new Chief Executive Officer of the Company is elected by the Board (the “Retirement Date”).

2.     Retirement Payments. Executive shall be entitled to the following payments and benefits:

          (a)     Continued payment of Executive’s base salary at the current annual rate of $519,150 for a period of twenty-four months following the Retirement Date, payable in equal monthly installments; and

          (b)     Payment of the following amounts as they become due and payable on or after the Retirement Date: (i) all earned but unpaid base salary through the Retirement Date, plus all accrued and unpaid bonuses with respect to any prior year; (ii) all business and travel expenses for which Executive has not theretofore been reimbursed in accordance with the Company’s past practices with respect to Executive; (iii) all accrued and unused vacation time; (iv) all vested benefits under retirement plans or other qualified or non-qualified plans in which Executive is participating immediately prior to the Retirement Date, subject to applicable law and such plans; and (v) a pro-rata share of Executive’s annual bonus for the year of termination as determined by the Board of Directors of the Company.

3.     Stock Options. All outstanding options granted to Executive to purchase shares of the Company’s common stock shall become immediately fully vested and exercisable on the Retirement Date, and shall remain vested and exercisable for the lesser of the option’s full term or a period of sixty-six months following the Retirement Date. In all other respects, the terms of the applicable stock incentive plan and stock option agreement shall govern the parties’ rights and obligations in respect of such stock options.

4.     Other Benefits. The Company shall provide Executive (and Executive’s dependents), at Company expense, with continued medical insurance coverage for a period of two years following the Retirement Date at a level no less favorable than the level applicable to Executive (and Executive’s dependents) immediately prior to the Retirement Date. Thereafter, Executive shall have the right to continue such coverage at Executive’s expense, or, to the extent permitted by the Company’s medical plan, to convert such Corporate-sponsored coverage to an individual policy and to maintain such coverage, for an additional period of three years, for a total of five years of coverage under this Section 4, and to pay the applicable premiums therefor. For

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purposes of the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Executive’s (and his dependents’) qualifying event shall occur on the Retirement Date and the applicable coverage period shall commence as of the Retirement Date and run concurrently with the coverage provided under the first sentence of this Section 4. Executive may assume, and shall thereafter be responsible for all payment under, the Company-provided automobile lease in effect immediately prior to the Retirement Date.

5.     Indemnity. The Company will continue to cover Executive under its directors’ and officers’ insurance policy following the Retirement Date for a period of time equal to the applicable statute of limitations. The Company shall indemnify and hold Executive harmless to the same extent it indemnifies its other officers and directors under its by-laws, in respect of any liability, damage, cost or expense (including reasonable attorneys’ fees) actually and reasonably incurred in connection with the defense of any claim, action, suit or proceeding to which Executive is a party by reason of Executive’s being or having been an officer or director of the Company or any subsidiary or affiliate thereof, or Executive’s serving or having served at the request of such other entity as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, business organization, enterprise or other entity, including service with respect to employee benefit plans. Without limiting the generality of the foregoing, the Company shall pay the expenses (including reasonable attorneys’ fees) actually and reasonably incurred in defending any such claim, action, suit or proceeding in advance of its final disposition, upon receipt of Executive’s undertaking to repay all amounts advanced unless it is ultimately determined that Executive is entitled to be indemnified under this Section.

6.     Restrictive Covenants.

          (a)     Protection of Information. Following the Retirement Date, Executive will not disclose or provide any person, firm, corporation or entity any information, materials, biologics or animals which are owned by the Company or which come into the possession of the Company from a third party under an obligation of confidentiality, including without limitation, information relating to trade secrets, business methods, products, processes, procedures, development or experimental projects, suppliers, customer lists or the needs of customers or prospective customers or clients (collectively, “Confidential Information”), which Confidential Information came into Executive’s possession or knowledge while Executive was employed by the Company prior to the Retirement Date, and Executive will not use such Confidential Information for Executive’s own purposes or for the purpose of any person, firm, corporation or entity other than the Company.

          The provisions of Section 6(a) shall not apply to the following Confidential Information: (i) Confidential Information which at the time of disclosure is already in the public domain; (ii) Confidential Information which Executive can demonstrate by written evidence was in Executive’s possession or known to Executive prior to the effective date of initial employment by the Company which is not subject to an obligation of confidentiality to the Company; (iii) Confidential Information which subsequently becomes part of the public domain through no fault of the Employee; (iv) Confidential Information which becomes known to Executive through a third party who is under no obligation of confidentiality to the Company; and (v) Confidential Information which is required to be disclosed by law or by judicial administrative proceedings.

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          (b)     Competitive Businesses. During the sixty-six month period following the Retirement Date, Executive shall be permitted, directly or indirectly, to engage in or assist others in engaging in a business which, at the Retirement Date, is in competition with the Company, whether as an owner, officer, director, employee, consultant, partner or agent, until such time, if any, as the organization engaged in such competitive business owns a product approved by the FDA that is in direct competition with a Human Genome Sciences, Inc. product approved by the FDA and sold by the Company, in which event Executive shall terminate Executive’s relationship with such organization within ten business days following the date Executive becomes aware of such competitive situation. Notwithstanding the foregoing, in no event shall it be a violation of this Section 6(b) for Executive to enter the employ of, or render any services to, whether as an owner, officer, director, employee, consultant, partner or agent, any person, firm, entity or corporation engaged in any not-for-profit business.

          (c)     Solicitation of Employees. During Executive’s employment with the Company and for a period of twelve months after the Retirement Date, Executive shall not solicit, participate in or promote the solicitation of any person who was employed by the Company at the time of the Retirement Date to leave the employ of the Company, or, on behalf of himself or any other person, hire, employ or engage any such person.

          (d)     Company’s Right to Intellectual Property. Executive shall promptly disclose, grant and assign ownership to the Company for its sole use and benefit any and all inventions, improvements, information and copyrights (whether patentable or not), which he may develop, acquire, conceive or reduce to practice while employed by the Company (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or upon any such invention, improvement or information; provided, however, that Executive shall own any invention which Executive can demonstrate has no relationship to the business of the Company and which was neither conceived nor made by use of any of the time, facilities or materials of the Company. In connection therewith:

              (i) Executive shall without charge, but at the expense of the Company, promptly at all times hereafter execute and deliver such applications, assignments, descriptions and other instruments as may be reasonably necessary or proper in the opinion of the Company to vest title to any such inventions, improvements, technical information, patent applications, patents, copyrights or reissues thereof in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world; and

              (ii) Executive shall render to the Company at its expense (including reimbursement to the Executive of reasonable out-of-pocket expenses incurred by the Executive and a reasonable payment for the Executive’s time involved in case he is not then in its employ) all such assistance as it may require in the prosecution of applications for said patents, copyrights or reissues thereof, in the prosecution or defense of interferences which may be declared involving any said applications, patents or copyrights and in any litigation in which the Company may be involved relating to any such patents, inventions, improvements or technical information.

7.     Attorneys’ Fees. The Company shall promptly reimburse Executive for the reasonable attorneys’ fees and expenses incurred in connection with the preparation, negotiation and

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execution of this Agreement.

8.     Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect to the fullest extent permitted by law.

9.     Assignment. This Agreement may not be assigned by Executive. This Agreement shall be assigned by the Company to a person or entity which is a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such successor person or entity.

10.   No Set-Off. The Company’s obligation to pay any amounts to Executive, whether under this Agreement or otherwise, and the Company’s obligation to make the arrangements provided under this Agreement, net of any withholding obligations, shall not be subject to set-off by or against, counterclaim or recoupment of, amounts owed by Executive to the Company or its affiliates.

11.   No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, and Executive shall not be required to pay the Company any amounts Executive may receive from such alternative employment.

12.   Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

13.   Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

14.   Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior understandings or agreements of the parties with respect to the subject matter hereof. The parties agree that the Employment Agreement between Executive and Company dated February 25, 1997, and the rights and benefits afforded Executive under the Human Genome Sciences, Inc. Key Executive Severance Plan, shall, as of the Retirement Date, terminate and be of no further force or effect. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein.

15.   Amendments. This Agreement may not be amended except by written instrument signed by the parties hereto.

16.   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflicts of laws principles thereof.

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17.   Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

HUMAN GENOME SCIENCES, INC.
/s/ James H. Davis, Ph.D
By:	James H. Davis, Ph.D.
	Executive Vice President and General Counsel

/s/ William A. Haseltine, Ph.D.  

William A. Haseltine, Ph.D.