Item 8.01 Other Events

On May 11, 2012, Maxygen, Inc. (the "Company") received notice from Bayer HealthCare LLC ("Bayer") that Bayer had achieved the milestone event under the technology transfer agreement between the parties, dated July 1, 2008, pursuant to which the Company will receive a $30.0 million payment from Bayer. A copy of the press release issued by the Company on May 14, 2012 regarding the payment 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 May 14, 2012, titled "Maxygen to Receive $30 Million Payment from Bayer."

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