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): December 9, 2005

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 9, 2005, the Board of Directors of Maxygen, Inc. (the “Company”) elected Louis G. Lange, the Chief Executive Officer of CV Therapeutics, Inc., as a member of the Company’s Board of Directors. The size of the Board was increased to seven members in connection with the election. Dr. Lange is expected to be appointed as the Chairman of a newly formed Strategy Committee of the Board.

A copy of the press release announcing the election of Dr. Lange as a member of the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated December 9, 2005, 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: December 12, 2005	By:	/s/ Lawrence W. Briscoe
		Lawrence W. Briscoe
		Chief Financial Officer

EX-99.1

Exhibit 99.1

MAXYGEN APPOINTS LOUIS G. LANGE TO ITS BOARD OF DIRECTORS

Redwood City, Calif., December 9, 2005 – Maxygen, Inc. (Nasdaq: MAXY) today announced the appointment of Louis G. Lange, M.D., Ph.D. to its Board of Directors.

Dr. Lange is a founder of CV Therapeutics (Nasdaq: CVTX) and has served as chairman of the board and chief executive officer of the company since August 1992. From 1980 to 1992, Dr. Lange served on the faculty of Washington University School of Medicine, including as Chief of Cardiology at Jewish Hospital in St. Louis, Missouri from 1985 to 1992, and as a full Professor of Medicine from 1990 until 1992. Dr. Lange holds an M.D. from Harvard Medical School and a Ph.D. in biological chemistry from Harvard University.

“Lou is a welcome addition to our Board,” said Russell Howard, chief executive officer of Maxygen. “As Maxygen’s products move into clinical development and towards commercialization, we believe Lou’s leadership, experience and strategic insights will contribute substantially to the Maxygen Board.”

“I am pleased to join Maxygen’s board of directors,” said Dr. Lange. “Maxygen is at an exciting point in its corporate development with several promising products and I look forward to being a part of this talented team of scientific and business people.”

About Maxygen

Maxygen, Inc., headquartered in Redwood City, California, is focused on creating novel products using its integrated proprietary technologies for human therapeutics. Maxygen’s technologies bring together advances in molecular biology and protein modification to create novel biotechnology products.

Contact:

Jeannine Medeiros

Investor and Public Relations

t. 650-298-5853

e. jeannine.medeiros@maxygen.com