CONSTRUCTION AGENCY AGREEMENT



                          dated as of November 7, 2001

                                      among

                          GENOME STATUTORY TRUST 2001A

                                    as Lessor



                           HUMAN GENOME SCIENCES, INC.

                              as Construction Agent







    ------------------------------------------------------------------------











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                                            CONSTRUCTION AGENCY AGREEMENT (HGSI)





                          CONSTRUCTION AGENCY AGREEMENT



        Construction Agency Agreement, dated as of November 7, 2001 (this

"Agreement"), between Genome Statutory Trust 2001A, (the "Lessor"), and Human

Genome Sciences, Inc., a Delaware corporation ("HGSI"), as Construction Agent.



                              W I T N E S S E T H:

                               - - - - - - - - - -



        A.      Lessor and Construction Agent are parties to that certain

Participation Agreement (as hereafter defined) pursuant to which Construction

Agent, as a Lessee, has agreed to lease from Lessor, and Lessor has agreed to

lease to such Lessee, Lessor's interest in the Properties pursuant to the Lease.



        B.      Lessor, such Lessee and Construction Agent are parties to that

certain Participation Agreement of even date herewith (as amended, supplemented

or otherwise modified, "Participation Agreement"), among HGSI, as Lessee and

Construction Agent, Traville LLC, as Ground Lessor, Lessor, Wells Fargo Bank

Northwest, N.A., as Trustee, BancBoston Leasing Investments Inc. and First Union

National Bank, as Investors, EagleFunding Capital Corporation, as Lender, Fleet

Securities, Inc., as Administrator, Fleet National Bank and First Union National



Bank, as Liquidity Providers, Fleet National Bank, as Fleet National Bank

Collateral Agent, First Union National Bank, as First Union Collateral Agent and

Fleet National Bank, as Administrative Agent and Liquidity Agent.



        C.      Subject to the terms and conditions hereof, (i) Lessor desires

to appoint Construction Agent as its sole and exclusive agent for the

construction of the Traville Improvements on the Traville Site in accordance

with the Approved Traville Construction Budget, Approved Traville Construction

Schedule and Approved Traville Plans and Specifications (each as described more

fully in Exhibit A hereto and as each of the foregoing may be modified from time

to time in accordance with this Agreement)(collectively, the "Traville

Construction Materials") pursuant to this Agreement, and (ii) Construction Agent

desires, for the benefit of Lessor, to cause the Traville Improvements to be

constructed in accordance with the Traville Construction Materials and in each

case in accordance with the terms set forth herein and in the Participation

Agreement.



        D.      Subject to the terms and conditions hereof, the satisfaction or

waiver of the conditions set forth in Section 4.3 of the Participation

Agreement, and the delivery of the Manufacturing Facility Supplement (i) Lessor

desires to appoint Construction Agent as its sole and exclusive agent for the

construction of the Manufacturing Facility Improvements on the Manufacturing

Facility Site in accordance with the Approved Manufacturing Construction Budget,

Approved Manufacturing Construction Schedule and Approved Manufacturing Plans

and Specifications (each as will be described more fully in Exhibit A to the

Manufacturing Facility Supplement and as each of the foregoing may be modified

from time to time in accordance with this Agreement)(collectively, the

"Manufacturing Construction Materials") and pursuant to this Agreement, and (ii)

Construction Agent desires, for the benefit of Lessor, to cause the

Manufacturing Facility Improvements to be constructed in accordance with the

Manufacturing Construction Materials and in each case in accordance with the

terms set forth herein and in the Lease.







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                                            CONSTRUCTION AGENCY AGREEMENT (HGSI)





        NOW, THEREFORE, in consideration of the foregoing, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and intending to be legally bound hereby, the parties hereto

covenant and agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



        1.1     Definitions; Interpretation; Amendment and Restatement.

Capitalized terms used but not otherwise defined in this Agreement shall have

the meanings set forth in Appendix A to the Participation Agreement, and the

rules of interpretation set forth therein shall apply to this Agreement.



                                   ARTICLE II

                        APPOINTMENT OF CONSTRUCTION AGENT



        2.1     Appointment and Acceptance.



        Pursuant to and subject to the terms and conditions set forth herein and

in the Participation Agreement and the other Operative Documents, Lessor hereby

irrevocably designates and appoints Construction Agent as its exclusive agent

for (i) the purchase of the Manufacturing Facility Site, (ii) the construction

of the Traville Improvements on the Traville Site in accordance with the

Approved Traville Plans and Specifications, and (iii) subject to the

satisfaction or waiver of the conditions set forth in Section 4.3 of the

Participation Agreement and the delivery of the Manufacturing Facility

Supplement, the construction of the Manufacturing Improvements in accordance

with the Approved Manufacturing Plans and Specifications, and Construction Agent

by entering into this Agreement accepts such designation and appointment.



        2.2     Term. This Agreement shall commence on the Documentation Date

and shall terminate with respect to a Property upon the first to occur of:



                (a)     Substantial Completion of such Property and the

        performance of all other material obligations of Construction Agent

        hereunder with respect thereto; and



                (b)     payment by Lessee or Lessor's receipt through other

        provisions of the Operative Documents of the aggregate Lease Balance, or

        the applicable Lease Balance for such Property, and all other amounts

        owing under the Operative Documents (including Article V of the Lease,

        incorporated herein by reference), and termination of the Commitments in

        accordance with the Participation Agreement; and



                (c)     termination of this Agreement by Lessor pursuant to

        Article V.



        2.3     Supplement to this Agreement. On the Manufacturing Facility Site

Purchase Date, Lessor and Construction Agent shall execute and deliver a

supplement to this Agreement in the form set forth on Exhibit B hereto (the

"Manufacturing Facility Supplement"), appropriately completed, pursuant to which

Lessor and Construction Agent shall, among other things, each acknowledge and

agree that the construction and development of the Manufacturing Facility on the

Manufacturing Facility Site will be governed by the terms of this Agreement.







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                                            CONSTRUCTION AGENCY AGREEMENT (HGSI)





Following the execution and delivery of the Manufacturing Facility Supplement as

provided above and the satisfaction or waiver of all of the conditions set forth

in Section 4.3 of the Participation Agreement, such Manufacturing Facility

Supplement, and Exhibit A to the Manufacturing Facility Supplement attached

thereto, shall constitute a part of this Agreement.



        2.4     Construction Materials; Construction Documents.



                (a)     Traville Facility



                        (i)     Construction Agent shall develop, define, refine

                and detail proposed budgets, construction schedules and Traville

                Plans and Specifications for the Traville Facility. Construction

                Agent shall cause each such proposal to provide for compliance

                and conformance with generally accepted construction practices,

                Applicable Law, Insurance Requirements, Environmental

                Requirements and Section 2.6(a) and shall cause each such

                proposal to have a reasonable likelihood that it can be

                completed as intended on time and within budget. In addition,

                the budget for the Traville Facility shall not exceed Two

                Hundred and Twenty-Five Million Dollars ($225,000,000), except

                as otherwise provided in clause (ii) below. Construction Agent

                shall cause such proposal to be provided to the Construction

                Consultant for review and approval. Upon the approval of any

                such proposal by the Construction Consultant of such proposed

                construction budget, construction schedule or plans and

                specifications for the Traville Facility, such proposed

                construction budget, construction schedule or plans and

                specifications shall become, as applicable, the approved

                construction budget (as amended or modified from time to time in

                accordance with the Terms of this Agreement, the "Approved

                Traville Construction Budget"), the approved construction

                schedule (as amended or modified from time to time in accordance

                with the Terms of this Agreement, the "Approved Traville

                Construction Schedule") and the approved plans and

                specifications (as amended or modified from time to time in

                accordance with the terms of this Agreement, the "Approved

                Traville Plans and Specifications") for the Traville Facility.

                Failure of the Construction Consultant to respond within sixty

                (60) days of receipt in writing of any such proposal will be

                deemed rejection thereof, however, if the Construction

                Consultant requests additional information or clarifications,

                such sixty (60) day period will commence from the date when all

                such requests have been satisfied. If the Construction

                Consultant shall reject or not expressly approve any such

                proposal, then Construction Agent shall consult with the

                Construction Consultant, revise such proposal and resubmit it,

                repeating such process until all Traville Construction Materials

                are approved or deemed to be approved.



                        (ii)    During the Construction Period, Construction

                Agent may enter into any changes, supplements, amendments or

                revisions ("change orders") to the Traville Construction

                Materials so long as the change order could not reasonably have

                any adverse effect on the as-built value, utility, residual

                value at the end of the Lease Term or useful life of the

                Traville Facility or extend Substantial Completion of the

                Property beyond the Outside Completion Date (such a change order

                that results in an adverse affect described above with respect

                to either







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                                            CONSTRUCTION AGENCY AGREEMENT (HGSI)





                Property, a "Material Change Order"), and the costs attributable

                to such change order, together with the costs of all other

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