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): November 1, 2007

Maxygen, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-28401
(Commission File Number) 77-0449487
(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 November 1, 2007, Maxygen, Inc. issued a press release announcing its financial results for the three and nine months ended September 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 November 1, 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: November 1, 2007	By:	/s/ Michael Rabson
		Michael Rabson
		Senior Vice President

EXHIBIT INDEX

99.1 Press Release dated November 1, 2007

EX-99.1

Exhibit 99.1

For Immediate Release

Maxygen Reports Third Quarter 2007 Financial Results

REDWOOD CITY, Calif., November 1, 2007 — Maxygen, Inc. (Nasdaq: MAXY) today reported financial results for the quarter ended September 30, 2007. Maxygen reported a net loss of $14.7 million, or $0.40 per share, for the third quarter 2007 as compared to a net loss of $10.7 million, or $0.30 per share, for the comparable period in 2006. The net loss reflects continued investment in the company’s lead program, MAXY-G34, for the treatment of chemotherapy-induced neutropenia.

“Our Phase II trial of MAXY-G34 in breast cancer patients is accelerating as we continue to initiate additional sites,” said Russell Howard, chief executive officer of Maxygen. “We are also pleased to report that our MAXY-VII program for hemophilia is moving quickly and according to plan towards a European CTA filing in the first half of 2008.”

“During the third quarter we announced a hold on our MAXY-alpha program, which is partnered with Roche,” continued Dr. Howard. “We plan to provide an update on the status of this program as soon as information becomes available. Because the program is fully funded by Roche, our near-term financials are unaffected by the hold.”

Excluding the impact of non-cash stock compensation expense under SFAS 123(R), Maxygen reported a non-GAAP net loss (see Footnote A) of approximately $13.0 million, or $0.35 per share, in the third quarter of 2007, compared to a non-GAAP net loss of approximately $8.9 million, or $0.25 per share, in the third quarter of 2006.

Revenue for the third quarter of 2007 was $1.0 million, compared to $4.2 million for the same period in 2006. The decrease was primarily due to the discontinuation in the second quarter of this year 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.

Research and development expenses for the quarter were $13.6 million compared to $12.0 million in the third quarter of 2006. The increase was primarily due to increased external expenses associated with the development of Maxygen’s product candidates, including expenses related to conducting clinical trials and the manufacture of product for clinical trials.

At September 30, 2007, cash, cash equivalents and marketable securities totaled $157.1 million.

Conference Call Today

Maxygen will host a conference call to discuss its third quarter results today at 11:30 a.m. ET. Participants in the U.S. can access the call by dialing 800.561.2718 and using the passcode 15245655. International participants can dial 617.614.3525 and use the same passcode. A live webcast of the conference call will be available on the Maxygen web site at www.maxygen.com/webcasts.

Telephone and webcast replays of the conference call will be available for approximately 30 days. To access the telephone replay, dial 888.286.8010 (U.S.) or 617.801.6888 (international) and use the passcode 76932136. To access the webcast archive, go to www.maxygen.com/webcasts.

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. Our lead program, MAXY-G34, is designed to be an improved version of G-CSF for the treatment of neutropenia. MAXY-G34 is currently in Phase II clinical trials. Our preclinical pipeline includes a novel Factor VIIa for the treatment of hemophilia. Maxygen’s approach to drug discovery and development 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.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
	(unaudited)						(unaudited)
Revenues:
Collaborative research and development revenue	$	5		$	3,201		$	8,476		$	15,218
Revenue from related party		34			—			590			—
Grant revenue		964			1,040			3,110			3,293
Total revenues		1,003			4,241			12,176			18,511
Expenses:
Research and development		13,570			12,020			44,513			35,494
General and administrative		3,951			4,547			11,810			12,930
Total operating expenses		17,521			16,567			56,323			48,424
Loss from operations		(16,518	)		(12,326	)		(44,147	)		(29,913	)
Interest income and other (expense), net		1,814			2,267			6,106			6,091
Equity in net losses of minority investee		—			(658	)		—			(1,000	)
Net loss	$	(14,704	)	$	(10,717	)	$	(38,041	)	$	(24,822	)
Basic and diluted net loss per share	$	(0.40	)	$	(0.30	)	$	(1.04	)	$	(0.69	)
Shares used in computing basic and diluted net loss per share		36,872			36,078			36,750			36,025

Condensed Consolidated Balance Sheets
(in thousands)

	September 30,		December 31,
	2007		2006
	(unaudited)		(Note 1)
Cash, cash equivalents and marketable securities	$	157,074	$	182,876
Receivables, prepaid and other assets		3,547		7,317
Property and equipment, net		2,949		3,262
Goodwill and other intangibles, net		12,192		12,192
Total assets	$	175,762	$	205,647
Other liabilities	$	13,095	$	10,255
Total deferred revenue		—		5,593
Stockholders’ equity		162,667		189,799
Total liabilities and stockholders’ equity	$	175,762	$	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						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Net loss	$	(14,704	)	$	(10,717	)	$	(38,041	)	$	(24,822	)
Stock compensation expense		1,665			1,804			5,232			4,950
Non-GAAP net loss	$	(13,039	)	$	(8,913	)	$	(32,809	)	$	(19,872	)
Shares used in computing Non-GAAP basic and diluted net loss per share		36,872			36,078			36,750			36,025
Non-GAAP basic and diluted net loss per share	$	(0.35	)	$	(0.25	)	$	(0.89	)	$	(0.55	)

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