Exhibit 2.1
  Technology Transfer Agreement
 By and Among
 Maxygen, Inc.
 Maxygen Holdings Ltd.
 Maxygen ApS
 and
 Bayer HealthCare LLC
 Dated July 1, 2008




---



##### 



TABLE OF CONTENTS
 ARTICLE 1 DEFINITIONS AND CONSTRUCTION
    
    
    11.1 AAA
    
    
    11.2 Acquired Assets
    
    
    11.3 Acquired Books and Records
    
    
    11.4 Acquired Intellectual Property
    
    
    11.5 Affiliate
    
    
    21.6 Agreement
    
    
    21.7 Alternative Compound
    
    
    21.8 Alternative Compound Fee
    
    
    21.9 Applicable Law
    
    
    21.10 Assigned Third Party Agreements
    
    
    21.11 Assignment and Assumption Agreements
    
    
    21.12 Assumed Liabilities
    
    
    21.13 Backup Compound Fee
    
    
    21.14 Backup Compounds
    
    
    21.15 Bayer Facility
    
    
    21.16 Bayer Confidential Information
    
    
    31.17 Bayer Indemnified Parties
    
    
    31.18 Bayers Licensed-Back Confidential Information
    
    
    31.19 Bayers Licensed Confidential Information
    
    
    31.20 Bayer Material Adverse Effect
    
    
    31.21 Bayers Other Confidential Information
    
    
    31.22 Bill of Sale
    
    
    31.23 Books and Records
    
    
    31.24 Business Day
    
    
    31.25 Challenge
    
    
    31.26 Clinical Trials
    
    
    31.27 Closing
    
    
    31.28 Closing Date
    
    
    41.29 Commencement
    
    
    41.30 Compound
    
    
    4




---



##### 



1.31 Compound Fee
    
    
    41.32 Confidential Information
    
    
    41.33 CTA
    
    
    51.34 Disclosure Schedules
    
    
    51.35 Dispute
    
    
    51.36 Dollars or $
    
    
    51.37 DMC
    
    
    51.38 Emails
    
    
    51.39 EMEA
    
    
    51.40 EPO
    
    
    51.41 Europe
    
    
    51.42 European Union
    
    
    51.43 Excluded Activities
    
    
    51.44 Excluded Books and Records
    
    
    61.45 Exclusivity Field
    
    
    61.46 Exclusivity Period
    
    
    61.47 Execution Date
    
    
    61.48 Factor VII Compound
    
    
    61.49 FDA
    
    
    61.50 Field
    
    
    61.51 FTE
    
    
    61.52 GLP
    
    
    61.53 GMP or Good Manufacturing Practices
    
    
    61.54 Governmental Approval
    
    
    61.55 Governmental Authority
    
    
    61.56 IND
    
    
    71.57 Indemnified Party
    
    
    71.58 Indemnifying Party
    
    
    71.59 Initial Enrollment Period
    
    
    71.60 Intellectual Property
    
    
    71.61 Intellectual Property Cross License
    
    
    71.62 Inventory
    
    
    71.63 Know-How
    
    
    7
 -ii-




---



##### 



1.64 Knowledge
    
    
    81.65 Laboratory Notebooks
    
    
    81.66 Lead Compound
    
    
    81.67 Lead Compound Fee
    
    
    81.68 License Agreement
    
    
    81.69 Lien
    
    
    81.70 Loss
    
    
    91.71 Maxygens Confidential Information
    
    
    91.72 Maxygen Indemnified Parties
    
    
    91.73 Maxygens Licensed Confidential Information
    
    
    91.74 Maxygen Material Adverse Effect
    
    
    91.75 Maxygens Other Confidential Information
    
    
    91.76 Maxygens Principal Business Location
    
    
    91.77 Maxygens Retained Confidential Information
    
    
    91.78 Milestone Event
    
    
    91.79 Milestone Expiration Date
    
    
    91.80 Mixed-Use Notebooks
    
    
    101.81 Modification
    
    
    101.82 Non-Assignable Assets
    
    
    101.83 Ordinary Course of Business
    
    
    101.84 Other Confidential Information
    
    
    101.85 Outside Delivery Date
    
    
    101.86 Party or Parties
    
    
    101.87 Patent Rights
    
    
    101.88 Person
    
    
    101.89 Phase I
    
    
    101.90 Phase II
    
    
    101.91 Post-Payment Estimate Statement
    
    
    111.92 Post-Payment Statement
    
    
    111.93 Pre-Payment Statement
    
    
    111.94 Purchase Price
    
    
    111.95 Qualified Corporate Transaction
    
    
    111.96 Qualified Counterparty
    
    
    11
 -iii-




---



##### 



1.97 Qualified Bayer Assignment
    
    
    111.98 Qualified Maxygen Assignment
    
    
    111.99 Regulatory Agency
    
    
    111.100 Regulatory Filing
    
    
    121.101 Regulatory Information
    
    
    121.102 Reimbursable Post-Payment
    
    
    121.103 Reimbursable Pre-Payment
    
    
    121.104 Restricted Books and Records
    
    
    121.105 Retained Assets
    
    
    121.106 Retained Books and Records
    
    
    121.107 Retained Intellectual Property
    
    
    121.108 Retained Liabilities
    
    
    131.109 Scheduled Inventory
    
    
    131.110 Site Preparation Period
    
    
    131.111 Solvent
    
    
    131.112 Subject Completion Period
    
    
    131.113 Sublicensed Third Party Agreements
    
    
    131.114 System
    
    
    131.115 Taxes
    
    
    131.116 Termination
    
    
    141.117 Third Party
    
    
    141.118 Third Party Agreements
    
    
    141.119 Transition Plan
    
    
    141.120 Transition Services
    
    
    141.121 Transition Services Period
    
    
    141.122 Transition Services Statement
    
    
    141.123 Valid Claim
    
    
    141.124 Construction of Certain Terms
    
    
    14ARTICLE 2 CLOSING
    
    
    152.1 Acquired Assets
    
    
    152.2 Retained Assets
    
    
    162.3 Assumed Liabilities
    
    
    172.4 Retained Liabilities
    
    
    17
 -iv-




---



##### 



2.5 Reimbursement of Certain Payments
    
    
    172.6 Consideration to Maxygen and Holdings
    
    
    182.7 No Other Fees
    
    
    252.8 Expenses
    
    
    252.9 Closing
    
    
    25ARTICLE 3 PROTECTION OF ACQUIRED ASSETS
    
    
    263.1 Exclusivity
    
    
    263.2 Reformation
    
    
    263.3 Remedy for Breach
    
    
    26ARTICLE 4 REPRESENTATIONS AND WARRANTIES; COVENANTS
    
    
    264.1 Maxygen and Holdings Representations and Warranties
    
    
    264.2 Bayer Representations and Warranties
    
    
    334.3 Disclaimer of Warranties
    
    
    354.4 Covenants
    
    
    35ARTICLE 5 INDEMNIFICATION; SURVIVAL
    
    
    405.1 Bayer Indemnity
    
    
    405.2 Maxygen Indemnity
    
    
    415.3 Indemnity Procedure
    
    
    415.4 General Limitation
    
    
    425.5 Survival of Representations and Warranties
    
    
    425.6 Effect of Due Diligence
    
    
    42ARTICLE 6 INTELLECTUAL PROPERTY
    
    
    426.1 Acquired Intellectual Property
    
    
    426.2 Assigned Third Party Agreements
    
    
    426.3 Cooperation
    
    
    43ARTICLE 7 TRANSITION SERVICES
    
    
    437.1 Maxygen and Holdings Responsibilities
    
    
    437.2 Bayer Responsibilities
    
    
    447.3 Invoices
    
    
    457.4 Independent Contractor Status
    
    
    45ARTICLE 8 INFRINGEMENT
    
    
    458.1 Control in Acquired Assets except the Third Party Agreements
    
    
    458.2 Control in Assigned Third Party Agreements
    
    
    45
 -v-




---



##### 



ARTICLE 9 CLOSING DELIVERABLES
    
    
    469.1 Maxygen and Holdings Closing Deliverables
    
    
    469.2 Bayer Closing Deliverables
    
    
    46ARTICLE 10 [RESERVED]
    
    
    46ARTICLE 11 GOVERNMENTAL COMPLIANCE
    
    
    4611.1 Compliance with Applicable Law
    
    
    4611.2 Responsibility for Compliance
    
    
    4611.3 Costs
    
    
    4711.4 Regulatory Filings
    
    
    4711.5 Prohibited Communications
    
    
    47ARTICLE 12 DISPUTE RESOLUTION
    
    
    4712.1 Dispute Resolution
    
    
    4712.2 Arbitration
    
    
    48ARTICLE 13 PUBLICITY
    
    
    4813.1 Publicity
    
    
    48ARTICLE 14 MISCELLANEOUS
    
    
    4814.1 Third Party Beneficiaries
    
    
    4814.2 Assignment
    
    
    4914.3 Binding Agreement
    
    
    5114.4 Choice of Law
    
    
    5114.5 Venue
    
    
    5114.6 Severability
    
    
    5214.7 Entire Agreement
    
    
    5214.8 No Waiver
    
    
    5214.9 Amendments
    
    
    5214.10 Notice
    
    
    5214.11 Counterparts
    
    
    5314.12 Headings
    
    
    5314.13 Informed Review
    
    
    53
 -vi-




---



##### 



TECHNOLOGY TRANSFER AGREEMENT
  W I T N E S S E T H :
    ARTICLE 1
DEFINITIONS AND CONSTRUCTION
  AAA
 Acquired Assets
 Acquired Books and Records
 Acquired Intellectual Property




---



##### 



Affiliate
 Agreement
 Alternative Compound
 Alternative Compound Fee
 Applicable Law
 Assigned Third Party Agreements Schedule 1.10
 Assignment and Assumption Agreements Exhibit
1.11
 Assumed Liabilities
 Backup Compound Fee
 Backup Compounds Schedule 1.14 [****] [****] [****] [****] [****] [****] [****] [****]
 Bayer Facility
 
 *
    
    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. 2




---



##### 



Bayers Confidential Information
 Bayer Indemnified Parties
 Bayers Licensed-Back Confidential Information
 Bayers Licensed Confidential Information
 Bayer Material Adverse Effect
 Bayers Other Confidential Information
 Bills of Sale Exhibit 1.22
 Books and Records
 Business Day
 Challenge
 Clinical Trials [****] [****]
 Closing
 
 *
    
    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




---



##### 



Closing Date
 Commencement
 Compound
 Compound Fee
 Confidential Information
 4




---



##### 



CTA
 Disclosure Schedules
 Dispute
 Dollars or $
 DMC
 Emails
 EMEA
 EPO
 Europe
 European Union
 Excluded Activities
 5




---



##### 



Excluded Books and Records
 Exclusivity Field
 Exclusivity Period
 Execution Date
 Factor VII Compound
 FDA
 Field Schedule 1.50
 FTE [****] [****]
 GLP
 GMP Good Manufacturing Practices
 Governmental Approval
 Governmental Authority
 
 *
    
    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. 6




---



##### 



IND
 Indemnified Party
 Indemnifying Party
 Initial Enrollment Period
 Intellectual Property
 Intellectual Property Cross License Exhibit 1.61
 Inventory Schedule 1.62
 Know-How
 7




---



##### 



Knowledge Schedule 1.64
 Laboratory Notebooks
 Lead Compound Schedule 1.66 [****] [****] [****] [****] [****]
 Lead Compound Fee
 License Agreement
 Lien
 
 *
    
    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. 8




---



##### 



Loss
 Maxygens Confidential Information
 Maxygen Indemnified Parties
 Maxygens Licensed Confidential Information
 Maxygen Material Adverse Effect
 Maxygens Other Confidential Information
 Maxygens Principal Business Location
 Maxygens Retained Confidential Information
 Milestone Event
 Milestone Expiration Date
 9




---



##### 



Mixed-Use Notebooks
 Modification
 Non-Assignable Assets
 Ordinary Course of Business
 Other Confidential Information
 Outside Delivery Date
 Party or Parties
 Patent Rights
 Person
 Phase I [****] [****]
 Phase II
 
 *
    
    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. 10




---



##### 



Post-Payment Estimate Statement
 Post-Payment Statement
 Pre-Payment Statement
 Purchase Price
 Qualified Corporate Transaction
    Qualified Counterparty [****] [****]
 Qualified Bayer Assignment
 Qualified Maxygen Assignment
 Regulatory Agency
 
 *
    
    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. 11




---



##### 



Regulatory Filing
 Regulatory Information [****] [****]
 Reimbursable Post-Payment
 Reimbursable Pre-Payment
 Restricted Books and Records Schedule
1.104
 Retained Assets
 Retained Books and Records
 Retained Intellectual Property
 
 *
    
    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. 12




---



##### 



Retained Liabilities
 Scheduled Inventory
 Site Preparation Period
 Solvent
 Subject Completion Period
 Sublicensed Third Party Agreements Schedule 1.113
 System
 Taxes
 13




---



##### 



Termination
 Third Party
 Third Party Agreements
 Transition Plan
 Transition Services
 Transition Services Period
 Transition Services Statement
 Valid Claim
   Construction of Certain Terms
  14




---



##### 



ARTICLE 2
CLOSING
 Acquired Assets
   15




---



##### 



Schedule 2.1
 Retained Assets
          16




---



##### 



Assumed Liabilities
   Retained Liabilities
      Reimbursement of Certain Payments
  17




---



##### 



Consideration to Maxygen and Holdings Schedule 2.1
 18




---



##### 



[****] [****]
 [****] [****] [****] [****] [****] [****]
 [****] [****]
 [****] [****] [****] [****]
 
 *
    
    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. 19




---



##### 



[****] [****] [****] [****] [****]
 [****] [****] [****] [****]
 Schedule 2.6(c) [****] [****]
 [****]
 [****]
 [****]
 [****] [****]
  [****] [****] [****] [****] [****]
 
 *
    
    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. 20




---



##### 



[****] [****]
  [****]
 [****]
 [****] [****] [****] [****] [****] [****]
 
 *
    
    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. 21




---



##### 



[****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****]
  [****] [****]
 [****] [****]
 [****] [****]
 
 *
    
    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. 22




---



##### 



[****] [****]
 [****] [****] [****] [****]
   
 *
    
    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. 23




---



##### 



[****] [****]
 [****] [****] [****] [****] [****] [****]
 Schedule 2.1
 
 *
    
    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. 24




---



##### 



No Other Fees
 Expenses
 [****] [****]
 [****] [****]
 Closing
 
 *
    
    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. 25




---



##### 



ARTICLE 3
PROTECTION OF ACQUIRED ASSETS
 Exclusivity Schedule 3.1
 Reformation
 Remedy for Breach
 ARTICLE 4
REPRESENTATIONS AND WARRANTIES; COVENANTS
 Maxygen and Holdings Representations and Warranties
  26




---



##### 



Schedule 4.1(b)
 Schedule 4.1(c) Schedule
4.1(c)
 27




---



##### 



Schedule 4.1(d) Schedule 4.1(d)
 Schedule 4.1(e),
 Schedule 4.1(f)
 Schedule 4.1(g)
 Schedule
4.1(h) Schedules 4.1(g) 4.1(h)
 Schedule 4.1(i)
  28




---



##### 



Schedule 4.1(n)
  29




---



##### 



Schedule 4.1(p)
   Schedule 4.1(s)
 30




---



##### 



Schedule 4.1(v)
 Schedule 4.1(w)
 Schedule 4.1(x)
 Schedule 4.1(y)
 31




---



##### 



Schedule 4.1(z)
 Schedule 4.1(aa)
 Schedule 4.1(bb)
 Schedule 4.1(cc)
 32




---



##### 



Schedule 4.1(dd)
     Bayer Representations and Warranties
  33




---



##### 



34




---



##### 



Schedule 4.2(i) Schedule 4.2(i)
  Disclaimer of Warranties EXCEPT AS SET FORTH EXPRESSLY IN THIS ARTICLE 4 EACH PARTY
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
VALIDITY OR ENFORCEABILITY OF ACQUIRED INTELLECTUAL PROPERTY OR INTELLECTUAL PROPERTY LICENSED OR
SUBLICENSED UNDER THE INTELLECTUAL PROPERTY CROSS LICENSE, OR NON-INFRINGEMENT OF THE INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTH PARTIES
ACKNOWLEDGE AND DISCLAIM ANY WARRANTY AS TO: (I) THE SUCCESS OF ANY DEVELOPMENT OR CLINICAL TRIAL,
STUDY OR TEST COMMENCED UNDER THIS AGREEMENT; OR (II) REGULATORY APPROVAL, PRODUCT INTRODUCTION,
SAFETY, USEFULNESS OR COMMERCIAL SUCCESS OF ANY INTELLECTUAL PROPERTY, COMPOUND OR PRODUCT.
 Covenants
  35




---



##### 



36




---



##### 



Schedule
4.4(d)(ii)(a) Schedule 4.1(f) Schedule
4.4(d)(ii)(b)
 37




---



##### 



Schedule 4.4(d)(ii)(c)
 Schedule 4.4(d)(iii)
    38




---



##### 



39




---



##### 



ARTICLE 5
INDEMNIFICATION; SURVIVAL
 Bayer Indemnity
 40




---



##### 



Maxygen Indemnity
 Indemnity Procedure
  41




---



##### 



General Limitation EXCEPT TO THE EXTENT THAT A PARTY IS OBLIGATED TO INDEMNIFY THE OTHER
PARTY AGAINST THIRD PARTY DAMAGES AND UNLESS SPECIFICALLY OTHERWISE STATED IN THIS AGREEMENT, NONE
OF BAYER, MAXYGEN OR HOLDINGS, OR ANY OF THEIR RESPECTIVE AFFILIATES, WILL BE LIABLE WITH RESPECT
TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER
LEGAL OR EQUITABLE THEORY FOR (i) ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR
LOST PROFITS OR (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
 Survival of Representations and Warranties
 Effect of Due Diligence
 ARTICLE 6
INTELLECTUAL PROPERTY
 Acquired Intellectual Property
 Assigned Third Party Agreements
 42




---



##### 



Cooperation
 ARTICLE 7
TRANSITION SERVICES
 Maxygen and Holdings Responsibilities
 Exhibit 7.1(a)
 Schedule 7.1(b)
 43




---



##### 



Bayer Responsibilities
  [****] [****]
 [****] [****]
   Exhibit 7.1(a)
   
 *
    
    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. 44




---



##### 



Invoices
 Independent Contractor Status
 ARTICLE 8
INFRINGEMENT
 Control in Acquired Assets except Assigned Third Party Agreements
 Control in Assigned Third Party Agreements
 45




---



##### 



ARTICLE 9
CLOSING DELIVERABLES
 Maxygen and Holdings Closing Deliverables
       Bayer Closing Deliverables
      ARTICLE 10
  ARTICLE 11
GOVERNMENTAL COMPLIANCE
 Compliance with Applicable Law
 Responsibility for Compliance
 46




---



##### 



Costs
 Regulatory Filings
 Prohibited Communications
 ARTICLE 12
DISPUTE RESOLUTION
 Dispute Resolution
     47




---



##### 



Arbitration
 ARTICLE 13
PUBLICITY
 Publicity
 ARTICLE 14
MISCELLANEOUS
 Third Party Beneficiaries
 48




---



##### 



Assignment
     49




---



##### 



50




---



##### 



Binding Agreement
 Choice of Law
 Venue
 51




---



##### 



Severability
 Entire Agreement
 No Waiver
 Amendments
 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:
 52




---



##### 



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
  Counterparts
 Headings
 Informed Review
 Remainder of page intentionally left blank
 53




---



##### 



MAXYGEN, INC.
    
    BAYER HEALTHCARE LLCBy:
    
    /s/ Russell J. Howard
    
    By:
    
    /s/ Hans BishopName:
    
    Russell J. Howard
    
    Name:
    
    Hans BishopTitle:
    
    Chief Executive Officer
    
    Title:
    
    Executive Vice PresidentDate:
    
    June 27, 2008 executed
    
    Date:
    
    June 28, 2008 executedJuly 1, 2008 delivered
    
    
    
    July 1, 2008 deliveredLocation:
    
    Redwood City, CA
    
    Location:
    
    New YorkMAXYGEN HOLDINGS LTD.
(Cayman Islands), executed as a deedBy:
    
    /s/ John BorkholderName:
    
    John BorkholderTitle:
    
    SecretaryDate:
    
    June 30, 2008 executedJuly 1, 2008 deliveredLocation:
    
    Vancouver, Canada




---



##### 



MAXYGEN ApS
(Demark):By:
    
    /s/ Lawrence W. BriscoeName:
    
    Lawrence W. BriscoeTitle:
    
    DirectorDate:
    
    June 30, 2008 executedJuly 1, 2008 deliveredLocation:
    
    Redwood City, CA




---



##### 



Schedule 1.10
    
    Assigned Third Party AgreementsSchedule 1.11
    
    Assignment and Assumption AgreementsSchedule 1.14
    
    Backup CompoundsSchedule 1.22
    
    Bills of SaleSchedule 1.50
    
    FieldSchedule 1.61
    
    Intellectual Property Cross LicenseSchedule 1.62
    
    Exclusions from InventorySchedule 1.64
    
    KnowledgeSchedule 1.66
    
    Lead CompoundSchedule 1.104
    
    Legal Opinion LettersSchedule 1.109
    
    Scheduled InventorySchedule 1.113
    
    Sublicensed Third Party AgreementsSchedule 2.1
    
    Maxygen Entity, Acquired Asset and Purchase Price AllocationSchedule 2.6(c)
    
    Cost of Goods SoldSchedule 3.1
    
    Qualified Corporate Transactions to which the Covenant on Excluded
Activities AppliesSchedule 4.1(b)
    
    Restrictions on TransactionSchedule 4.1(c)
    
    Governmental Approvals for Transaction and ConsentsSchedule 4.1(d)
    
    Governmental Approvals for CompoundsSchedule 4.1(e)
    
    SuitsSchedule 4.1(f)
    
    Acquired Books and Records on Maxygens SystemSchedule 4.1(g)
    
    Patent RightsSchedule 4.1(h)
    
    Third Party Patents




---



##### 



Schedule 4.1(i)
    
    Assigned Third Party Agreements and Sublicensed Third Party AgreementsSchedule 4.1(n)
    
    Roche AgreementSchedule 4.1(p)
    
    Third Party Rights to Acquired AssetsSchedule 4.1(s)
    
    Pending PublicationsSchedule 4.1(v)
    
    Exceptions for Reports Filed with Regulatory AgenciesSchedule 4.1(w)
    
    Regulatory Filings for Clinical Trials of CompoundsSchedule 4.1(x)
    
    Compounds in Clinical Development and Clinical Trials of CompoundsSchedule 4.1(y)
    
    Governmental NoticesSchedule 4.1(z)
    
    Exceptions to Good Manufacturing PracticesSchedule 4.1(aa)
    
    CompoundsSchedule 4.1(bb)
    
    Exceptions for Governmental Authority FilingsSchedule 4.1(cc)
    
    Tax DisputesSchedule 4.1(dd)
    
    Broker Fees and CommissionsSchedule 4.2(i)
    
    Information Provided by Bayer Related to Approval of Governmental
AuthoritiesSchedule 4.4(d)(ii)(a)
    
    Laboratory NotebooksSchedule 4.4(d)(ii)(b)
    
    Retained Books and RecordsSchedule 4.4(d)(ii)(c)
    
    Required Retention Periods for Acquired Books and RecordsSchedule 4.4(d)(iii)
    
    Mixed-Use NotebooksExhibit 7.1(a)
    
    Transition PlanSchedule 7.1(b)
    
    Maxygen Fulltime Employee EquivalentsSchedule 14.2(d)(viii)
    
    Identified Assignment Transactions