Exhibit 2.1.1
 Certain information in this document, marked by brackets, has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.
 Intellectual Property
 Cross License Agreement
 By and Among
 Maxygen, Inc.
 Maxygen Holdings Ltd.
 Maxygen ApS
 AND
 Bayer HealthCare LLC
 Dated July 1, 2008




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    11.1 Control and/or Controlled
    
    
    11.2 Dispute
    
    
    11.3 Field Exclusivity Period
    
    
    21.4 Licensed-Back Acquired IP
    
    
    21.5 Licensed Retained IP
    
    
    21.6 Materials
    
    
    21.7 ML Laboratories Agreement
    
    
    21.8 Owner
    
    
    21.9 Recipient
    
    
    21.10 Technology Transfer Agreement
    
    
    21.11 Territory
    
    
    21.10 UCOE-Licensed Compounds
    
    
    31.11 UCOE Technology
    
    
    31.13 Interpretation
    
    
    3ARTICLE 2 UCOE TECHNOLOGY
    
    
    32.1 Grant
    
    
    32.2 Limited Maxygen Rights
    
    
    32.3 Sublicensing
    
    
    32.4 Compliance with Obligations; Payments; Notices
    
    
    32.5 Breach of ML Laboratories Agreement
    
    
    42.6 Maxygen Exercise of Retained Rights
    
    
    52.7 Negotiation for Direct License
    
    
    5ARTICLE 3 LICENSED RETAINED IP
    
    
    5
 -i-




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TABLE OF CONTENTS
 Page3.1 Grant
    
    
    53.2 Limited Maxygen Rights
    
    
    63.3 Sublicensing
    
    
    63.4 Maxygen Exercise of Retained Rights
    
    
    6ARTICLE 4 LICENSE TO MAXYGEN
    
    
    64.1 Grant
    
    
    64.2 Sublicensing
    
    
    64.3 Bayer Exercise of Retained Rights
    
    
    6ARTICLE 5 CONSIDERATION; NO IMPLIED RIGHTS
    
    
    75.1 Consideration
    
    
    75.2 No Future IP; No Implied Rights
    
    
    7ARTICLE 6 WARRANTIES, REPRESENTATIONS AND COVENANTS
    
    
    76.1 Maxygens Representations and Warranties
    
    
    76.2 Maxygens Covenants
    
    
    76.3 Bayer Representations and Warranties
    
    
    86.4 Bayer Covenants
    
    
    8ARTICLE 7 PROTECTION OF PROPERTY RIGHTS
    
    
    87.1 Maintain Confidentiality
    
    
    8ARTICLE 8 TERM AND TERMINATION
    
    
    98.1 Term of Agreement
    
    
    98.2 Expiration of Licensed Patent Rights
    
    
    98.3 Termination of Sublicensed Third Party Agreements
    
    
    98.4 Effect of Termination
    
    
    10ARTICLE 9 GOVERNMENTAL COMPLIANCE
    
    
    109.1 Compliance with Applicable Law
    
    
    109.2 Responsibility for Compliance
    
    
    10
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TABLE OF CONTENTS
 Page9.3 Costs
    
    
    10ARTICLE 10 DISPUTE RESOLUTION
    
    
    1010.1 Dispute Resolution
    
    
    10ARTICLE 11 MISCELLANEOUS
    
    
    1011.1 Patent Marking
    
    
    1011.2 Registration of Licenses
    
    
    1111.3 Entire Agreement
    
    
    1111.4 Bankruptcy
    
    
    1111.5 Third Party Beneficiaries
    
    
    1111.6 Assignment
    
    
    1111.7 Binding Agreement
    
    
    1111.8 Rights and Remedies
    
    
    1111.9 Choice of Law
    
    
    1211.10 Venue
    
    
    1211.11 Independent Contractor Status
    
    
    1211.12 Severability
    
    
    1211.13 No Waiver
    
    
    1211.14 Survival
    
    
    1211.15 Amendments
    
    
    1311.16 Notice
    
    
    1311.17 Further Assurances
    
    
    1311.18 Counterparts
    
    
    1311.19 Headings
    
    
    1311.20 Informed Review
    
    
    14
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INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT
  W I T N E S S E T H :
       ARTICLE 1
DEFINITIONS
  1.1 Control and/or Controlled
 1.2 Dispute
 -1-




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1.3 Field Exclusivity Period
 1.4 Licensed-Back Acquired IP
 1.5 Licensed Retained IP
 1.6 Materials
 1.7 ML Laboratories Agreement
 1.8 Owner
 1.9 Recipient
 1.10 Technology Transfer Agreement
 1.11 Territory
 -2-




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1.12 UCOE-Licensed Compounds [****] [****] [****]
 1.13 UCOE Technology
 1.14 Interpretation.
 ARTICLE 2
UCOE TECHNOLOGY
 2.1 Grant.
 2.2 Limited Maxygen Rights.
 2.3 Sublicensing.
 2.4 Compliance with Obligations; Payments; Notices.
 
 *
    
    Certain information on this page has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions. -3-




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2.5 Breach of ML Laboratories Agreement.
 Notice.
 Cooperation and Cure.
 Termination.
 -4-




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2.6 Maxygen Exercise of Retained Rights.
 2.7 Negotiation for Direct License.
 ARTICLE 3
LICENSED RETAINED IP
 3.1 Grant.
 -5-




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3.2 Limited Maxygen Rights.
 3.3 Sublicensing.
 3.4 Maxygen Exercise of Retained Rights.
 ARTICLE 4
LICENSE TO MAXYGEN
 4.1 Grant.
 4.2 Sublicensing.
 4.3 Bayer Exercise of Retained Rights.
 -6-




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ARTICLE 5
CONSIDERATION; NO IMPLIED RIGHTS
 5.1 Consideration.
 5.2 No Future IP; No Implied Rights.
 ARTICLE 6
WARRANTIES, REPRESENTATIONS AND COVENANTS
 6.1 Maxygens Representations and Warranties.
 6.2 Maxygens Covenants.
 -7-




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6.3 Bayer Representations and Warranties.
 6.4 Bayer Covenants.
   ARTICLE 7
PROTECTION OF PROPERTY RIGHTS
 7.1 Maintain Confidentiality.
  -8-




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ARTICLE 8
TERM AND TERMINATION
 8.1 Term of Agreement.
 8.2 Expiration of Licensed Patent Rights.
 8.3 Termination of Sublicensed Third Party Agreements.
 -9-




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8.4 Effect of Termination.
 ARTICLE 9
GOVERNMENTAL COMPLIANCE
 9.1 Compliance with Applicable Law.
 9.2 Responsibility for Compliance.
 9.3 Costs.
 ARTICLE 10
DISPUTE RESOLUTION
 10.1 Dispute Resolution.
 ARTICLE 11
MISCELLANEOUS
 11.1 Patent Marking.
 -10-




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11.2 Registration of Licenses.
 11.3 Entire Agreement.
 11.4 Bankruptcy.
 11.5 Third Party Beneficiaries.
 11.6 Assignment.
 11.7 Binding Agreement.
 11.8 Rights and Remedies.
 -11-




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11.9 Choice of Law.
 11.10 Venue.
 11.11 Independent Contractor Status.
 11.12 Severability.
 11.13 No Waiver.
 11.14 Survival.
 -12-




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11.15 Amendments.
 11.16 Notice.
 If for Maxygen, Holdings or ApS:
    
    If for Bayer:Maxygen, Inc.
    
    Bayer HealthCare LLC515 Galveston Drive
    
    800 Dwight WayRedwood City, California 94063
    
    Berkeley, CA 94710U.S.A.
    
    U.S.A.Attn: Chief Executive Officer
    
    Attn: Legal DepartmentTelephone: (650) 298-5300
    
    Telephone: (510) 705-5388Facsimile: (650) 364-2715
    
    Facsimile: (510) 705-7904With copy to:Maxygen, Inc.
    
    Fulbright & Jaworski L.L.P.515 Galveston Drive
    
    801 Pennsylvania Ave. NWRedwood City, California 94063
    
    Washington, D.C. 20004U.S.A.
    
    U.S.A.Attn: General Counsel
    
    Attn: Marilyn MooneyTelephone: (650) 298-5300
    
    Telephone: (202) 662-0200Facsimile: (650) 298-5803
    
    Facsimile: (202) 662-4643
  11.17 Further Assurances.
 11.18 Counterparts.
 11.19 Headings.
 -13-




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11.20 Informed Review.
 -14-




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BAYER HEALTHCARE LLC:
    
    
    
    MAXYGEN, INC.:By:
    
    /s/ Hans Bishop
    
    
    
    By:
    
    /s/ Russell J. HowardName:
    
    Hans Bishop
    
    
    
    Name:
    
    Russell J. HowardTitle:
    
    Executive Vice President
    
    
    
    Title:
    
    Chief Executive OfficerDate:
    
    June 28, 2008 executed
    
    
    
    Date:
    
    June 27, 2008 executedJuly 1, 2008 delivered
    
    
    
    
    
    July 1, 2008 deliveredMAXYGEN HOLDINGS LTD.:By:
    
    /s/ John BorkholderName:
    
    John BorkholderTitle:
    
    SecretaryDate:
    
    June 30, 2008 executedJuly 1, 2008 delivered
 -15-




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MAXYGEN APS:By:
    
    /s/ Lawrence W. BriscoeName:
    
    Lawrence W. BriscoeTitle:
    
    DirectorDate:
    
    June 30, 2008 executedJuly 1, 2008 delivered
 -16-