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 13, 2007

Maxygen, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28401	77-0449487
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

515 Galveston Drive
Redwood City, CA 94063
(Address of principal executive offices)

(650) 298-5300
(Registrant’s telephone number, including area code)

Not Applicable.
(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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

	Item 1.02 Termination of a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 99.1

Item 1.02 Termination of a Material Definitive Agreement

     On March 13, 2007, Maxygen, Inc. (the “Company”) received written notice from F. Hoffmann-La Roche Ltd and Hoffman-La Roche Inc. (collectively “Roche”) that it has elected to terminate, effective April 12, 2007, the Co-Development and Commercialization Agreement (the “Agreement”), dated as of December 9, 2005, between Maxygen Holdings Ltd., a wholly owned subsidiary of the Company, and Roche. Under the terms of the Agreement, Roche and Maxygen had been pursuing the development and commercialization of MAXY-VII, a next-generation Factor VII, for acute bleeding indications. Upon termination of the Agreement, all rights to the MAXY-VII product candidates revert back to Maxygen.

     The notice from Roche indicated that it was terminating the Agreement based on the inability of the parties to establish an animal model intended to provide pre-clinical de-risking of the program.

     Under the terms of the Agreement, the Company and Roche had agreed to share the costs of worldwide research and development activities in connection with the development of the MAXY-VII product candidates. The Company was to lead early stage clinical development of these product candidates and Roche was to lead late stage clinical development, with exclusive worldwide rights to commercialize the MAXY-VII products subject to the Agreement. In the United States, the Company had the option to co-fund marketing activities in exchange for increased royalty amounts.

     Under the Agreement, the Company received an up-front fee of $8 million from Roche and, in 2006, the Company received a $5 million payment from Roche for the achievement of a manufacturing process development milestone. The Company was eligible to receive additional milestone payments of up to $82 million upon the achievement of development and other milestones, as well as royalties on any product sales.

     The Agreement provides that, until the effective date of termination, Roche and the Company will share certain exit costs, such as the costs of certain non-cancelable obligations for activities ongoing as of the date of the notice from Roche. As a result of the termination of the Agreement, the Company expects to recognize approximately $5.6 million of deferred revenue in 2007 relating to the up-front fee of $8 million received from Roche in 2005.

     A copy of the press release issued by the Company relating to the termination of the Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     The Company and Roche remain parties to an existing agreement entered into in 2003 relating to the development and commercialization of the Company’s MAXY-alpha product candidates for the treatment of hepatitis C virus and hepatitis B virus infections.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit No.	Description
99.1	Press release, dated March 13, 2007, issued by the Company.

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.

	Maxygen, Inc.
Date: March 13, 2007	By:	/s/ Michael Rabson
		Michael Rabson
		Senior Vice President

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated March 13, 2007, issued by the Company.

EX-99.1

Exhibit 99.1

For Immediate Release

Maxygen Announces End of Co-Development Agreement

Redwood City, Calif., March 13, 2007 — Maxygen, Inc. (Nasdaq: MAXY) today announced that it received notice from F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (“Roche”) that, effective April 12, 2007, Roche will terminate its Co-Development and Commercialization Agreement with Maxygen relating to Maxygen’s pre-clinical stage MAXY-VII program. Under the terms of the agreement, Roche and Maxygen had been pursuing the development and commercialization of MAXY-VII, a next-generation Factor VII, for acute bleeding indications. Upon termination of the agreement, all rights to the MAXY-VII product candidates revert back to Maxygen.

Roche indicated that it was terminating the agreement based on the inability of the parties to establish an animal model intended to provide pre-clinical de-risking of the program.

“We are disappointed with Roche’s decision to terminate their involvement in the Factor VII program” said Russell Howard, Maxygen’s Chief Execute Officer, “Treatment options for acute bleeding conditions, such as trauma, are clearly needed. We plan to evaluate the situation carefully before determining the next steps for our MAXY-VII program.”

The agreement between Maxygen and Roche relating to the development and commercialization of Maxygen’s MAXY-alpha product candidates for the treatment of hepatitis C virus and hepatitis B virus infections is not impacted by this decision, and the parties continue this promising partnership entered into in 2003.

About Maxygen
Maxygen is a biopharmaceutical company focused on developing improved versions of protein drugs. We look for opportunities where our proprietary protein modification technologies can address significant therapeutic needs. Products developed by Maxygen now in clinical trials include a novel interferon-alpha for the treatment of hepatitis C virus (HCV) infection and a novel GCSF for the treatment of neutropenia. Maxygen’s approach typically allows us to leverage the established development and regulatory paths of approved drugs. We believe this advantage translates to a greater chance of successfully bringing important new drugs to market. www.maxygen.com

Forward-Looking Statements
This news release contains forward-looking statements about our research and business prospects, including those relating to our ability to develop any human therapeutic products suitable for commercialization; our ability or plans to commence or continue the

preclinical or clinical development of MAXY-VII variants, and the timing of any such development; the ability or intent of Roche to continue the clinical development of our MAXY-alpha product candidates; whether MAXY-VII or MAXY-alpha will exhibit improved properties in humans as compared to currently marketed drugs and whether either of these products, if commercialized, will be competitive in their relevant markets. Such statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements. Among other things these risks and uncertainties include, but are not limited to, changing research and business priorities of Maxygen, the inherent uncertainties of pharmaceutical research and drug development, our ability to develop human therapeutic drugs in an increasingly competitive biotechnology industry and the uncertain timing of such development, the development of superior products by competitors, and our ability to establish and maintain our research and commercialization collaborations and manufacturing arrangements. These and other risk factors are more fully discussed in our Form 10-K for the year ended December 31, 2005, including under the caption “Risk Factors”, and in our other periodic SEC reports, all of which are available from Maxygen at www.maxygen.com. Maxygen disclaims any obligation to update or revise any forward-looking statement contained in this release as a result of new information or future events or developments.

Contact:
Michele Boudreau, 650.279.2088
Investor and Public Relations