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 22, 2010

Maxygen, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-28401	77-0449487
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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 8.01 Other Events.

On November 22, 2010, Maxygen, Inc. (the “Company”) announced the planned distribution of substantially all of the shares of Codexis, Inc. common stock owned by the Company and a cash distribution of $1.00 per share of its common stock. The Codexis shares will be distributed on December 14, 2010 to all stockholders of record at the close of business on December 3, 2010. The cash distribution will be payable on December 28, 2010 to all stockholders of record at the close of business on December 17, 2010. The Company expects NASDAQ to set the ex-dividend date for both distributions as December 15, 2010. A copy of the press release issued by the Company regarding the distributions 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

99.1 Press Release dated November 22, 2010, entitled “Maxygen Announces Distributions of Codexis Shares and Cash.”

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.
	(Registrant)
Date: November 22, 2010	/S/    JAMES SULAT
	(Signature)
	Name:	James Sulat
	Title:	Chief Executive Officer