Item 2.02 Results of Operations and Financial Condition

On August 7, 2012, Maxygen, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2012. A copy of the press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this report.

Item 8.01 Other Events.

On August 7, 2012, the Company announced a cash distribution of $3.60 per share of its common stock. The cash distribution will be payable on September 6, 2012 to all stockholders of record at the close of business on August 21, 2012, subject to a due bill process for trades occurring between the record date and the ex-dividend date for the distribution. The Company expects NASDAQ to set the ex-dividend date for the distribution as September 7, 2012. Additional information regarding the distribution is included in the press release referenced in Item 2.02 above and attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated August 7, 2012, titled "Maxygen Announces Second Quarter 2012 Financial Results and Business Update."

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