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 19, 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

	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 99.1

Item 8.01 Other Events

     On November 19, 2007, Maxygen, Inc. (the “Company”) issued a press release announcing that it expects to recognize approximately $7 million in revenue in the fourth quarter of 2007 under its license agreement with Codexis, Inc. (“Codexis”). The Company also announced that its ownership interest in Codexis was reduced to approximately 25% of Codexis’ outstanding capital stock as a result of a recent equity financing by Codexis. A copy of the press release is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 19, 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 19, 2007	By:	/s/ Michael S. Rabson
		Michael S. Rabson
		Senior Vice President

Exhibit Index

99.1 Press Release, dated November 19, 2007

EX-99.1

Exhibit 99.1

301 Galveston Drive	Agern Alle 1, DK-2970
Redwood City, CA 94063	HØrsholm, Denmark
650.298.5300 main	+45 7020 5530 main
650.364.2715 fax	+45 7020 5530 fax
www.maxygen.com

For Immediate Release

Maxygen to Receive $7 Million from BioFuel Collaboration Between
Shell and Codexis

REDWOOD CITY, Calif., November 19, 2007—Maxygen, Inc. (Nasdaq: MAXY) announced today that it expects to recognize approximately $7 million in revenue in the fourth quarter of 2007 under the terms of Maxygen’s license agreement with Codexis Inc.

The payment reflects the expanded collaboration agreement between Royal Dutch Shell plc and Codexis, announced November 6, 2007, for the development of new super enzymes to convert biomass to fuel. The expanded agreement covers five years of research collaboration. In addition Shell made an equity investment in Codexis as part of a larger financing. This financing reduces Maxygen’s ownership in Codexis to approximately 25% of Codexis’ outstanding shares. Maxygen owns approximately 8.9 million shares of various classes of Codexis preferred stock convertible into common shares and shares of Codexis common stock. The convertible preferred stock of the most recent Codexis financing is senior in liquidation preference to Maxygen’s shares and was sold at a price of $8.50 per share.

“We are pleased with the continuing success and increasing value of Codexis’ business,” said Russell Howard, chief executive officer of Maxygen. “Leveraging Maxygen’s MolecularBreeding™ technology outside the pharmaceutical industry has provided us with a good source of non-dilutive financing to help drive our protein therapeutic business.”

Maxygen established Codexis in 2003 as a spin-out company, and granted to Codexis exclusive licenses to use Maxygen’s Molecular Breeding™ directed evolution platform for certain chemical applications. In December 2006, Maxygen expanded the scope of exclusive licenses previously granted to include certain applications relating to energy, including biofuels.

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 whether we will receive any future payments from Codexis relating to the use of its licensed rights in the energy field and whether we will realize any value relating to our ownership of Codexis securities. 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, the changing research and business priorities of Codexis and/or Shell, over which we have no control; whether Codexis will receive any payments, through its collaboration agreement with Shell or otherwise, relating to the use of its licensed rights in the energy field; and the inherent uncertainties in developing applications relating to energy, including biofuels. 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.

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