11-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

(Mark One)

þ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2009

OR

o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

COMMISSION FILE NUMBERS
333-44798
333-142713
333-156334

HUMAN GENOME SCIENCES, INC.

EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan and the address of the plan,
if different from that of the issuer named below)

HUMAN GENOME SCIENCES, INC.

(Name of issuer of the securities held pursuant to the plan)

14200 Shady Grove Road, Rockville, Maryland 20850-7464
(Address of principal executive office)

REQUIRED INFORMATION

(a)	Financial Statements of the Plan, as of December 31, 2009 (beginning on the next page of this document)
(b)	Exhibits

23. Consent of Independent Registered Public Accounting Firm (filed herewith)

FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

HUMAN GENOME SCIENCES, INC.
EMPLOYEE STOCK PURCHASE PLAN

DECEMBER 31, 2009 AND 2008

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS		4
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS		5
NOTES TO FINANCIAL STATEMENTS		6
Exhibit 23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of Human Genome Sciences, Inc.
as Administrator of the Human Genome Sciences, Inc.
     Employee Stock Purchase Plan

We have audited the accompanying statements of net assets available for plan benefits of the Human Genome Sciences, Inc. Employee Stock Purchase Plan as of December 31, 2009 and 2008, and the related statements of changes in net assets available for plan benefits for the three years in the period ended December 31, 2009. These financial statements are the responsibility of the administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Human Genome Sciences, Inc. Employee Stock Purchase Plan as of December 31, 2009 and 2008, and the changes in its net assets available for plan benefits for the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.

Baltimore, Maryland
March 24, 2010

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Human Genome Sciences, Inc.
Employee Stock Purchase Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

December 31, 2009 and 2008

	2009		2008
Receivable from employer	$	235,005	$	546,859
Total assets		235,005		546,859
Benefits payable to participants		145,189		396,755
Withdrawals payable		89,816		150,104
Total liabilities		235,005		546,859
Net assets available for plan benefits	$	—	$	—

See notes to financial statements

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Human Genome Sciences, Inc.
Employee Stock Purchase Plan

STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS

For the years ended December 31, 2009, 2008 and 2007

	2009			2008			2007
Increase (decrease)
Participant contributions	$	826,536		$	1,170,604		$	1,054,804
Terminations and withdrawals		(268,596	)		(181,814	)		(51,150	)
Conversion into shares of common stock		(557,940	)		(988,790	)		(1,003,654	)
Net increase (decrease)		—			—			—
Net assets available for plan benefits, beginning of year		—			—			—
Net assets available for plan benefits, end of year	$	—		$	—		$	—

See notes to financial statements

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Human Genome Sciences, Inc.
Employee Stock Purchase Plan

NOTES TO FINANICAL STATEMENTS

December 31, 2009 and 2008

NOTE 1 — PLAN DESCRIPTION

The Human Genome Sciences, Inc. Employee Stock Purchase Plan (the Plan) was approved by the stockholders of Human Genome Sciences, Inc. (the Employer) effective May 24, 2000, to enable eligible employees of the Employer and its designated subsidiaries to purchase shares of the Employer’s common stock through after-tax payroll deductions. The Plan is intended to benefit the Employer by increasing the employees’ interest in the Employer’s growth and success, and encouraging employees to remain employees of the Employer or its designated subsidiaries. The Plan covers substantially all of the employees of the Employer and its designated subsidiaries. The Plan is governed by Section 423 of the Internal Revenue Code and is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). More details regarding the Plan provisions may be found in the Plan document.

As of December 31, 2009 and 2008, the total number of shares of $0.01 par value common stock of the Employer that are registered for purchase by participants is 2,000,000 and 1,000,000, respectively. Common stock reserved for future employee purchases under the Plan aggregated 763,447 and 44,559 as of December 31, 2009 and 2008, respectively. There are no other investment options for participants.

Any regular full-time employee or regular part-time employee of the Employer or its designated subsidiaries who has completed at least 90 days of employment may participate in the Plan, provided that they are scheduled to work at least 20 hours per week and they own less than 5% of the Employer’s common stock.

Option periods and purchase periods are determined at the discretion of the Compensation Committee of the Employer’s Board of Directors (the Administrator). The years ended December 31, 2009 and 2008 each contained one option period that coincided with the calendar year and consisted of two purchase periods: January 1 through June 30 and July 1 through December 31. Employees not eligible to participate in the Plan on the first day of the calendar year option period were permitted to participate in an interim option period that commenced July 1 and ended December 31 of the respective year, provided that they were eligible participants as of July 1 of that year.

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Human Genome Sciences, Inc.
Employee Stock Purchase Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 1 — PLAN DESCRIPTION (Continued)

Participants contribute after-tax payroll deductions of between $25 and 10% of their base salary and overtime pay. The Employer does not provide a matching or discretionary contribution. Contributions do not earn interest. Participants’ payroll deductions are accumulated during the purchase period. Shares of common stock, including any fractional amounts, are valued on the last day of the purchase period at a purchase price equal to 85% of the fair market value of the common stock on the first trading day of the option period or last trading day of the purchase period, whichever is lower. Shares of common stock are purchased effective as of the close of business on the last trading day of the purchase period. All shares purchased are deposited in the participant’s account.

Full-year participants are not permitted to purchase common stock in any one calendar year having an aggregate fair market value in excess of $25,000 determined as of the first trading date of the purchase period as to shares purchased during such period. The Administrator adopted a rule of administration that limited, to 1,000 shares, the maximum number of shares that could be purchased by a participant during the option period that ended December 31, 2009.

All funds contributed to the Plan may be used by the Employer for any corporate purpose until applied to the purchase of common stock or refunded to the participant. Funds are commingled with other general corporate funds and are not segregated by the Employer.

In the event of a participant’s termination, death or retirement, any remaining account balance will be distributed to the participant or the participant’s estate.

The Plan may be terminated at any time by the Company’s Board of Directors.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statements

The accompanying financial statements are presented on the accrual basis of accounting. The Employer performs various administrative services for the Plan, including maintenance of participants’ payroll records.

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Human Genome Sciences, Inc.
Employee Stock Purchase Plan

NOTES TO FINANICAL STATEMENTS

December 31, 2009 and 2008

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Standards

The Plan adopted, as of July 1, 2009, the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The ASC does not change authoritative guidance. Accordingly, implementing the ASC did not change any of the Plan’s accounting and, therefore, did not have an impact on the results of the Plan. References to authoritative GAAP literature have been updated accordingly.

Income Tax Status

The Administrator believes that the Plan is currently designed and being operated in compliance with Section 423 of the Internal Revenue Code as of the date of these financial statements.

NOTE 3 — SUBSEQUENT EVENTS

Management has considered material subsequent events for disclosure and recognition through the filing date of these financial statements and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Compensation Committee of the Board of Directors of Human Genome Sciences, Inc. (Administrator of the Plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMAN GENOME SCIENCES, INC. EMPLOYEE STOCK PURCHASE PLAN
By:	/s/ H. Thomas Watkins
	H. Thomas Watkins
	President and Chief Executive Officer
By:	/s/ David P. Southwell
	David P. Southwell
	Executive Vice President and Chief Financial Officer

Date: March 24, 2010

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-44798, 333-142713 and 333-156334) of Human Genome Sciences, Inc. of our report dated March 24, 2010 relating to the financial statements of the Human Genome Sciences, Inc. Employee Stock Purchase Plan for the plan years ended December 31, 2009 and 2008, which appears in this Form 11-K.

/s/ Reznick Group, P.C.

Baltimore, Maryland
March 24, 2010