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): August 2, 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

EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

          On August 2, 2007, Maxygen, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2007. A copy of the press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

99.1 Press Release dated August 2, 2007

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: August 2, 2007	By:	/s/ Michael Rabson
		Michael Rabson
		Senior Vice President

Exhibit Index

Exhibit	Description
99.1	Press Release dated August 2, 2007

EX-99.1

Exhibit 99.1

	301 Galveston Drive Redwood City, CA 94063 650.298.5300 main 650.364.2515 fax www.maxygen.com	Agern Allé 1, DK-2970 Hørsholm, Denmark +45 7020 5550 main +45 7020 5530 fax

For Immediate Release

Maxygen Reports Second Quarter 2007 Financial Results
-Quarter Highlights Include Initiation of Phase II for G-CSF Program-

Redwood City, Calif., August 2, 2007 — Maxygen, Inc. (Nasdaq: MAXY) today reported financial results for the second quarter ended June 30, 2007. Maxygen reported a net loss of $15.7 million, or $0.43 per share, for the quarter ended June 30, 2007, as compared to a net loss of $3.4 million, or $0.09 per share, for the comparable period in 2006.

Excluding the impact of non-cash stock compensation expense under SFAS 123(R), Maxygen reported a non-GAAP loss (see Footnote A) of approximately $14.0 million, or $0.38 per share, in the second quarter of 2007, compared to a non-GAAP loss of approximately $1.7 million, or $0.05 per basic and diluted share, in the second quarter of 2006.

Revenue for the second quarter of 2007 was $2.1 million, compared to $9.3 million for the same period in 2006. The change in revenue was due to the discontinuation of Maxygen’s partnership with Roche to develop MAXY-VII for acute bleeding indications. MAXY-VII is a next-generation Factor VIIa, which Maxygen is currently developing for the treatment of hemophilia.

Expenses for the quarter were $19.9 million compared to $14.3 million in the second quarter 2006. The increase was primarily due to clinical trial expenses for MAXY-G34, the company’s next-generation G-CSF to treat neutropenia, and to late pre-clinical stage development costs for MAXY-VII.

“Our MAXY-G34 Phase I trial, initiated in the third quarter of 2006, showed positive results and we have now entered Phase II,” said Russell Howard, chief executive officer of Maxygen. “MAXY-alpha, our novel interferon-alpha for treatment of Hepatitis C, entered Phase Ia with Roche in the fourth quarter of 2006, and we already have encouraging information from that trial. Our company has changed dramatically since this time last year, with two drugs now in the clinic and MAXY-VII ramping up quickly,”

At June 30, 2007, cash, cash equivalents and marketable securities totaled $167.9 million.

Business Highlights

During the quarter the company initiated a Phase IIa study for MAXY-G34, Maxygen’s next-generation G-CSF to treat chemotherapy-induced neutropenia. The objective of the study is to identify one or more doses of MAXY-G34 for advancement into a more extensive Phase IIb trial. The trial is designed as a multiple ascending dose study with Neulasta as a control, and is scheduled to conclude in 2008.

Also during the second quarter the company announced its intention to pursue the development of MAXY-VII for treatment of hemophilia. MAXY-VII, a novel recombinant Factor VIIa, has been shown in preclinical studies to have superior properties to NovoSeven, the only recombinant Factor VIIa on the market. Maxygen plans to file an IND for this program in the first half of 2008.

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 G-CSF for the treatment of neutropenia. Maxygen’s approach may allow 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, or the plans of our collaborators, to commence or continue the preclinical or clinical development of any of our product candidates, including MAXY-G34, MAXY-alpha and MAXY-VII, and the timing and status of any such development; whether any of our product candidates will exhibit improved properties in humans as compared to currently marketed drugs and whether these products, if commercialized, will be competitive in their relevant markets; and our liquidity and future financial performance. 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 and/or its collaborators, 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, 2006, 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.

NovoSeven is a registered trademark of Novo Nordisk Health Care AG.

Selected Consolidated Financial Information
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	(unaudited)						(unaudited)
Revenues:
Collaborative research and development revenue	$	874		$	7,950		$	8,471		$	12,017
Revenue from related party		—			—			556			—
Grant revenue		1,207			1,355			2,146			2,253
Total revenues		2,081			9,305			11,173			14,270
Expenses:
Research and development		16,343			10,212			30,943			23,474
General and administrative		3,528			4,065			7,859			8,383
Total operating expenses		19,871			14,277			38,802			31,857
Loss from operations		(17,790	)		(4,972	)		(27,629	)		(17,587	)
Interest income and other (expense), net		2,118			1,931			4,292			3,824
Equity in net losses of minority investee		—			(342	)		—			(342	)
Net loss	$	(15,672	)	$	(3,383	)	$	(23,337	)	$	(14,105	)
Basic and diluted net loss per share	$	(0.43	)	$	(0.09	)	$	(0.64	)	$	(0.39	)
Shares used in computing basic and diluted net loss per share		36,791			36,024			36,688			35,999

Condensed Consolidated Balance Sheets
(in thousands)

	June 30,		December 31,
	2007		2006
	(unaudited)		(Note 1)
Cash, cash equivalents and marketable securities	$	167,891	$	182,876
Receivables, prepaid and other assets		3,143		7,317
Property and equipment, net		3,023		3,262
Goodwill and other intangibles, net		12,192		12,192
Total assets	$	186,249	$	205,647
Other liabilities	$	11,214	$	10,255
Total deferred revenue		—		5,593
Stockholders’ equity		175,035		189,799
Total liabilities and stockholders’ equity	$	186,249	$	205,647

Note 1: Derived from consolidated audited financial statements as of December 31, 2006.

Footnotes

(A) Reconciliation of GAAP and non-GAAP loss and loss per common share (in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Net loss	$	(15,672	)	$	(3,383	)	$	(23,337	)	$	(14,105	)
Stock compensation expense		1,715			1,663			3,567			3,146
Non-GAAP net loss	$	(13,957	)	$	(1,720	)	$	(19,770	)	$	(10,959	)
Shares used in computing Non-GAAP basic and diluted net loss per share		36,791			36,024			36,688			35,999
Non-GAAP basic and diluted net loss per share	$	(0.38	)	$	(0.05	)	$	(0.54	)	$	(0.30	)

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Contact:
Michele Boudreau, Investor and Public Relations
michele.boudreau@maxygen.com
650.279.2088