Item 2.02 Results of Operations and Financial Condition

On November 5, 2009, Maxygen, Inc. (the "Company") issued a press release announcing its financial results for the three and nine month periods ended September 30, 2009. A copy of the press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On October 30, 2009, the Board of Directors of the Company established the termination date for the employment of Dr. Elliot Goldstein, the former Chief Operating Officer of the Company, who ceased employment with the Company as of October 30, 2009. In connection with the termination of his employment with the Company, Dr. Goldstein is entitled to certain payments and benefits under an Amended and Restated Executive Officer Change of Control Agreement previously entered into with the Company. Also, in accordance with that agreement, Dr. Goldstein has entered into a consulting agreement with the Company to provide for his continued consulting services to the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated November 5, 2009, entitled "Maxygen Reports Third Quarter 2009 Financial Results."

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