##### Table of Contents



United
States

Securities and Exchange Commission

Washington, D.C. 20549



---



Form 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT of 1934



For the quarterly period ended March 31, 2003



Commission file number 000-28401



MAXYGEN, INC.

(Exact name of registrant as specified in its charter)



|Delaware (State of incorporation) |  | 77-0449487 (I.R.S. Employer Identification No.)
|--------------------------------- |  | -----------------------------------------------



515
Galveston Drive

Redwood City, California 94063

(Address of principal executive offices, including zip code)



(650) 298-5300

(Registrants telephone number, including area code)



---



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.



Yesx                                 No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).





Yesx                                 No ̈



As of May 1, 2003, there were 34,617,558 shares of the registrants common stock outstanding.



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##### Table of Contents



MAXYGEN, INC.

FORM 10-Q

QUARTER ENDED MARCH 31, 2003



|INDEX      |  |                                                                                                           |  |   
|---------- |  | --------------------------------------------------------------------------------------------------------- |  | --
|          
|Part I     |  | FINANCIAL INFORMATION                                                                                     |  |   
|          
|Item 1:    |  | Unaudited Condensed Consolidated Financial Statements and Notes:                                          |  |   
|          
|           |  | Condensed Consolidated Balance Sheets as of December 31, 2002 and March 31, 2003                          |  | 3 
|          
|           |  | Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2002 and 2003 |  | 4 
|          
|           |  | Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2002 and 2003 |  | 5 
|          
|           |  | Notes to Condensed Consolidated Financial Statements                                                      |  | 6 
|          
|Item 2:    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                     |  | 13
|          
|Item 3:    |  | Quantitative and Qualitative Disclosures About Market Risk                                                |  | 29
|          
|Item 4:    |  | Controls and Procedures                                                                                   |  | 29
|          
|Part II    |  | OTHER INFORMATION                                                                                         |  |   
|          
|Item 1:    |  | Legal Proceedings                                                                                         |  | 31
|          
|Item 2:    |  | Changes in Securities and Use of Proceeds                                                                 |  | 31
|          
|Item 3:    |  | Defaults Upon Senior Securities                                                                           |  | 32
|          
|Item 4:    |  | Submission of Matters to a Vote of Security Holders                                                       |  | 32
|          
|Item 5:    |  | Other Information                                                                                         |  | 32
|          
|Item 6:    |  | Exhibits and Reports on Form 8-K                                                                          |  | 32
|          
|SIGNATURES |  | 33                                                                                                       



This report and the
disclosures herein include, on a consolidated basis, the business and operations of Maxygen, Inc. and its wholly-owned subsidiaries, Maxygen ApS, Maxygen Holdings Ltd. and Verdia, Inc., as well as its majority-owned subsidiary Codexis, Inc., unless,
in each case, the context indicates that the disclosure applies only to a named subsidiary.



We make available on our website all reports filed with the Securities and Exchange Commission, including our reports on

Form 10-K, 10-Q and 8-K, as soon as reasonably practicable after they have been filed. Our website is located at www.maxygen.com. Information contained on our website is not a part of this report.



Maxygen is a registered trademark and MolecularBreeding is a
trademark of Maxygen, Inc. Verdia is a trademark of Verdia, Inc. Codexis is a trademark of Codexis, Inc.



2



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##### Table of Contents



PART I  FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS



MAXYGEN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)



|                                                                                                                                                                               |  | December 31, 2002 |          |   | March 31, 2003 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | -------- | - | -------------- | -
|                                                                                                                                                                               |  | (Note 1)          |          |   | (unaudited)    |  
|ASSETS                                                                                                                                                                         |  |                   |          |   |                |  
|Current assets:                                                                                                                                                                |  |                   |          |   |                |  
|Cash and cash equivalents                                                                                                                                                      |  | $                 | 67,611   |   |                | $
|Short-term investments                                                                                                                                                         |  |                   | 149,307  |   |                |  
|Grant and other receivables                                                                                                                                                    |  |                   | 7,427    |   |                |  
|Prepaid expenses and other current assets                                                                                                                                      |  |                   | 2,406    |   |                |  
|                                                                                                                                                                               |  |                   |          |   |                |  
|Total current assets                                                                                                                                                           |  |                   | 226,751  |   |                |  
|Property and equipment, net                                                                                                                                                    |  |                   | 16,363   |   |                |  
|Goodwill                                                                                                                                                                       |  |                   | 12,192   |   |                |  
|Other intangible assets, net of accumulated amortization of $2,737 at December 31, 2002
and $3,023 at March 31, 2003                                                           |  |                   | 698      |   |                |  
|Long-term investments                                                                                                                                                          |  |                   | 11,231   |   |                |  
|Deposits and other assets                                                                                                                                                      |  |                   | 1,545    |   |                |  
|                                                                                                                                                                               |  |                   |          |   |                |  
|Total assets                                                                                                                                                                   |  | $                 | 268,780  |   |                | $
|                                                                                                                                                                               |  |                   |          |   |                |  
|                                                                                                                                                                              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                           |  |                   |          |   |                |  
|Current liabilities:                                                                                                                                                           |  |                   |          |   |                |  
|Accounts payable                                                                                                                                                               |  | $                 | 1,440    |   |                | $
|Accrued compensation                                                                                                                                                           |  |                   | 2,576    |   |                |  
|Accrued legal expenses                                                                                                                                                         |  |                   | 945      |   |                |  
|Deferred rent                                                                                                                                                                  |  |                   | 337      |   |                |  
|Other accrued liabilities                                                                                                                                                      |  |                   | 2,755    |   |                |  
|Deferred revenue                                                                                                                                                               |  |                   | 9,010    |   |                |  
|Current portion of equipment financing obligations                                                                                                                             |  |                   | 617      |   |                |  
|                                                                                                                                                                               |  |                   |          |   |                |  
|Total current liabilities                                                                                                                                                      |  |                   | 17,680   |   |                |  
|Deferred revenue                                                                                                                                                               |  |                   | 1,273    |   |                |  
|Other liabilities                                                                                                                                                              |  |                   | 628      |   |                |  
|Minority interest                                                                                                                                                              |  |                   | 20,000   |   |                |  
|Commitments and contingencies                                                                                                                                                  |  |                   |          |   |                |  
|Stockholders equity:                                                                                                                                                          |  |                   |          |   |                |  
|Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and
outstanding atDecember 31, 2002 and March 31, 2003                                       |  |                   |         |   |                |  
|Common stock, $0.0001 par value: 100,000,000 shares authorized, 34,504,447, and
34,611,108 shares issued and outstanding at December 31, 2002 and March 31, 2003, respectively |  |                   | 3        |   |                |  
|Additional paid-in capital                                                                                                                                                     |  |                   | 393,491  |   |                |  
|Deferred stock compensation                                                                                                                                                    |  |                   | (2,436   | ) |                |  
|Accumulated other comprehensive income                                                                                                                                         |  |                   | 813      |   |                |  
|Accumulated deficit                                                                                                                                                            |  |                   | (162,672 | ) |                |  
|                                                                                                                                                                               |  |                   |          |   |                |  
|Total stockholders equity                                                                                                                                                     |  |                   | 229,199  |   |                |  
|                                                                                                                                                                               |  |                   |          |   |                |  
|Total liabilities and stockholders equity                                                                                                                                     |  | $                 | 268,780  |   |                | $
|                                                                                                                                                                               |  |                   |          |   |                |  



See
accompanying notes.



3



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MAXYGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)



|                                                                       |  | Three months ended March 31, |        
|---------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                       |  | 2002                         |        
|Collaborative research and development revenue                         |  | $                            | 8,015  
|Grant revenue                                                          |  |                              | 1,325  
|                                                                       |  |                              |        
|Total revenues                                                         |  |                              | 9,340  
|Operating expenses:                                                    |  |                              |        
|Research and development                                               |  |                              | 14,971 
|General and administrative                                             |  |                              | 3,064  
|Stock compensation expense (1)                                         |  |                              | 2,177  
|Amortization of goodwill and other intangible assets                   |  |                              | 286    
|                                                                       |  |                              |        
|Total operating expenses                                               |  |                              | 20,498 
|                                                                       |  |                              |        
|Loss from operations                                                   |  |                              | (11,158
|Interest income, net                                                   |  |                              | 2,165  
|Equity in net loss of joint venture                                    |  |                              |       
|                                                                       |  |                              |        
|Net loss                                                               |  | $                            | (8,993 
|                                                                       |  |                              |        
|Net loss                                                               |  | $                            | (8,993 
|Subsidiary preferred stock accretion                                   |  |                              |       
|                                                                       |  |                              |        
|Net loss applicable to common stockholders                             |  | $                            | (8,993 
|                                                                       |  |                              |        
|Basic and diluted net loss per share applicable to common stockholders |  | $                            | (0.27  
|Shares used in computing basic and diluted net loss per share          |  |                              | 33,153 
|                                                                      
|                                                                       |  |                              |        
|(1)  Stock compensation expense related to the following:              |  |                              |        
|Research and development                                               |  | $                            | 1,581  
|General and administrative                                             |  |                              | 596    
|                                                                       |  |                              |        
|                                                                       |  | $                            | 2,177  
|                                                                       |  |                              |        



See
accompanying notes.



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MAXYGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)



|                                                                                   |  | Three months ended March 31, |       
|---------------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                                   |  | 2002                         |       
|Operating activities                                                               |  |                              |       
|Net loss                                                                           |  | $                            | (8,993
|Adjustments to reconcile net loss to net cash used in operating
activities:        |  |                              |       
|Depreciation and amortization                                                      |  |                              | 1,223 
|Amortization of intangible assets                                                  |  |                              | 286   
|Equity in net loss of joint venture                                                |  |                              |      
|Non-cash stock compensation                                                        |  |                              | 2,127 
|Common stock issued and stock options granted to consultants for services rendered |  |                              | 323   
|Changes in operating assets and liabilities:                                       |  |                              |       
|Grant and other receivables                                                        |  |                              | (606  
|Prepaid expenses and other current assets                                          |  |                              | 157   
|Deposits and other assets                                                          |  |                              | 115   
|Accounts payable                                                                   |  |                              | (1,941
|Accrued liabilities and deferred rent                                              |  |                              | 956   
|Deferred revenue                                                                   |  |                              | 70    
|                                                                                   |  |                              |       
|Net cash used in operating activities                                              |  |                              | (6,283
|                                                                                  
|Investing activities                                                               |  |                              |       
|Purchases of available-for-sale securities                                         |  |                              | (9,360
|Maturities of available-for-sale securities                                        |  |                              | 43,310
|Investment in joint venture                                                        |  |                              |      
|Acquisition of property and equipment                                              |  |                              | (1,029
|                                                                                   |  |                              |       
|Net cash provided by (used in) investing activities                                |  |                              | 32,921
|                                                                                  
|Financing activities                                                               |  |                              |       
|Repayments under equipment financing obligation                                    |  |                              | (149  
|Equity adjustment from foreign currency translation                                |  |                              | (165  
|Proceeds from issuance of common stock                                             |  |                              | 737   
|Payments received on promissory notes                                              |  |                              | 77    
|                                                                                   |  |                              |       
|Net cash provided by financing activities                                          |  |                              | 500   
|                                                                                   |  |                              |       
|Net increase (decrease) in cash and cash equivalents                               |  |                              | 27,138
|Cash and cash equivalents at beginning of period                                   |  |                              | 48,388
|                                                                                   |  |                              |       
|Cash and cash equivalents at end of period                                         |  | $                            | 75,526
|                                                                                   |  |                              |       



See
accompanying notes.



5



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##### Table of Contents



MAXYGEN,
INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



1.    Basis of Presentation and Significant Accounting
Policies



Basis of Presentation



The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for interim financial information. The information as of March 31, 2003, and for the three months ended March 31, 2002 and March 31, 2003 includes all adjustments (consisting
only of normal recurring adjustments) that the management of Maxygen, Inc. (Maxygen or the Company) believes necessary for fair presentation of the results for the periods presented.



Results for any interim period are not necessarily indicative of results for
any future interim period or for the entire year. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-K
for the year ended December 31, 2002.



Principles of
Consolidation



The consolidated financial statements include
the amounts of the Company and its wholly-owned subsidiaries, Maxygen ApS (Denmark), which was acquired by the Company in August 2000, Maxygen Holdings Ltd. (Cayman Islands) and Verdia, Inc., as well as its majority-owned subsidiary, Codexis, Inc.
All significant intercompany balances and transactions have been eliminated in consolidation.



The Companys ownership in Codexis is currently approximately 57%, based upon the voting rights of the issued and outstanding shares of Codexis common and preferred stock. In accordance with EITF
Consensus 96-16, Investor Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority Stockholder or Stockholders Have Certain Approval or Veto Rights and paragraph 1 of ARB No. 51,
Consolidated Financial Statements, the Company has included 100% of the net losses of Codexis in the determination of the Companys consolidated net loss. The Company records minority interest in the Consolidated Balance Sheets to
account for the ownership interest of the minority owners.



On
September 13, 2002, Codexis sold $15 million of Codexis preferred stock to investors, of which $5 million was purchased by Maxygen and $10 million was purchased by several unrelated investors. On October 1, 2002, Codexis sold an additional $10
million of preferred stock to unrelated investors. This series of convertible preferred stock included a redemption provision, which provided that the holders of at least a majority of the outstanding shares of this convertible preferred stock
(excluding the convertible preferred stock held by Maxygen and its affiliates), voting together as a separate class, may require Codexis to redeem the convertible preferred stock. The redemption price for each share will be payable in cash in
exchange for the shares of convertible preferred stock to be redeemed at a sum equal to the applicable original issue price per share plus five percent (5%) of the original issue price per year from the original issue date until the applicable
redemption date, plus declared and unpaid dividends. Notice of redemption can be given at any time on or after the fifth anniversary of the original issue date. In connection with these redemption rights, Maxygen has recorded accretion of the
redemption premium for the convertible preferred stock, excluding the shares owned by Maxygen, in the amount of $319,000 for the three months ended March 31, 2003. The accretion is recorded as subsidiary preferred stock accretion on the Consolidated
Statement of Operations and as a reduction of additional paid-in capital on the Consolidated Balance Sheets. Any obligation to make redemption payments is solely an obligation of Codexis and any payments are to be made solely from assets of Codexis.



The investment in the joint venture with Delta and Pine Land
Company, called DeltaMax Cotton LLC, in which the Company has an equity interest of 50%, is being accounted for under the equity method of accounting.



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Revenue Recognition



Non-refundable up-front payments received in connection
with research and development collaboration agreements, including technology advancement funding that is intended for the development of the Companys core technology, are deferred and recognized on a straight-line basis over the relevant
periods specified in the agreement, generally the research term.



Revenue related to collaborative research with the Companys corporate collaborators is recognized as research services are performed over the related funding periods for each contract. Under these agreements, the Company is
required to perform research and development activities as specified in each respective agreement. The payments received under each respective agreement are not refundable and are generally based on a contractual cost per full-time equivalent
employee working on the project. Research and development expenses under the collaborative research agreements approximate or exceed the research funding revenue recognized under such agreements over the term of the respective agreements. Deferred
revenue may result when the Company does not incur the required level of effort during a specific period in comparison to funds received under the respective contracts. Payments received related to substantive, at-risk incentive milestones, if any,
are recognized as revenue upon achievement of the incentive milestone event because the Company has no future performance obligations related to the payment. Incentive milestone payments are triggered either by the results of the Companys
research efforts or by events external to the Company, such as regulatory approval to market a product. Royalties are recorded as earned in accordance with the contract terms when third party results are reliably measured and collectibility is
reasonably assured.



The Company has been awarded grants from the
Defense Advanced Research Projects Agency (DARPA), National Institute of Standards and Technology-Advanced Technology Program, the U.S. Agency for International Development and the U.S. Army Medical Research and Materiel Command for
various research and development projects. The terms of each of these grant agreements are three years with various termination dates, the last of which is June 2005 for existing agreements. Revenue related to grant agreements is recognized as
related research and development expenses are incurred.



Net
loss per share



Basic and diluted net loss per common share
are presented in conformity with the Statement of Financial Accounting Standards No. 128, Earnings per Share (SFAS 128), for all periods presented. In accordance with SFAS 128, basic and diluted net loss per share has been
computed using the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase.



The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):



|                                                                               |  | Three months ended March 31, |       
|------------------------------------------------------------------------------ |  | ---------------------------- | ------
|                                                                               |  | 2002                         |       
|Net loss applicable to common stockholders                                     |  | $                            | (8,993
|                                                                               |  |                              |       
|Basic and diluted:                                                             |  |                              |       
|Weighted-average shares of common stock outstanding                            |  |                              | 34,075
|Less: weighted-average shares subject to repurchase                            |  |                              | (922  
|                                                                               |  |                              |       
|Weighted-average shares used in computing basic and diluted net loss per
share |  |                              | 33,153
|                                                                               |  |                              |       
|Basic and diluted net loss per share                                           |  | $                            | (0.27 
|                                                                               |  |                              |       



The Company has excluded
all outstanding stock options, outstanding warrants and shares subject to repurchase from the calculation of diluted loss per common share because all such securities are antidilutive for all applicable periods presented. The total number of shares
excluded from the calculations of diluted net loss per share, prior to application of the treasury stock method for options, was 8,519,000 at March 31, 2002 and 9,417,000 at March 31, 2003. Such securities, had they been dilutive, would have been
included in the computations of diluted net loss per share.



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Comprehensive Income (Loss)



Comprehensive income (loss) is primarily comprised of net unrealized gains or losses on available-for-sale securities and
foreign currency translation adjustments. Comprehensive income (loss) and its components for the three month periods ended March 31, 2002 and March 31, 2003 were as follows (in thousands):



|                                                            |  | Three months ended March 31, |        
|----------------------------------------------------------- |  | ---------------------------- | -------
|                                                            |  | 2002                         |        
|Net loss                                                    |  | $                            | (8,993 
|                                                            |  |                              |        
|Changes in unrealized gain on securities available-for-sale |  |                              | (1,050 
|Changes in foreign currency translation adjustments         |  |                              | (165   
|                                                            |  |                              |        
|Comprehensive loss                                          |  | $                            | (10,208
|                                                            |  |                              |        



The components of
accumulated other comprehensive income (loss) were as follows (in thousands):



|                                                  |  | December 31,2002 |     | March 31,2003
|------------------------------------------------- |  | ---------------- | --- | -------------
|Unrealized gains on securities available-for-sale |  | $                | 322 |              
|Foreign currency translation adjustments          |  |                  | 491 |              
|Accumulated other comprehensive income            |  | $                | 813 |              



Recent Accounting
Pronouncements



In June 2002, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards (referred to as SFAS) No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue (referred to as EITF) No. 94-3 Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, not at the date of an entitys commitment to an exit plan, as
required under EITF 94-3. The provisions of SFAS 146 are effective for exit or disposal activities initiated after December 31, 2002, with earlier application encouraged. The adoption of SFAS 146 is not anticipated to have a material effect on
Companys financial statements.



In November 2002, the FASB
issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that a liability be recorded in the
guarantors balance sheet upon issuance of a guarantee. FIN 45 requires that a guarantor recognize a liability for the fair value of guarantee obligations issued after December 31, 2002. The adoption of FIN 45 is not expected to have a material
effect on the Companys financial statements.



The Company
enters into indemnification provisions under its agreements with other companies in its ordinary course of business, typically with business partners, service providers and other contractors. Under these provisions the Company generally indemnifies
and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Companys activities. In some cases the Company also indemnifies and holds harmless the indemnified party for losses suffered
or incurred by the indemnified party as a result of the indemnified partys activities. These indemnification provisions generally survive termination of the underlying agreement. In some cases, the maximum potential amount of future payments
the Company could be required to make under these indemnification provisions is unlimited. The estimated fair value of the indemnity obligations of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these
agreements as of March 31, 2003. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements.





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In November 2002, the
Financial Accounting Standards Board issued EITF Issue No. 0021, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 addresses certain aspects of the accounting by a company for arrangements under which it will perform
multiple revenue-generating activities. EITF Issue No. 00-21 addresses when and how an arrangement involving multiple deliverables should be divided into separate units of accounting. EITF Issue No. 00-21 provides guidance with respect to the effect
of certain customer rights due to company nonperformance on the recognition of revenue allocated to delivered units of accounting. EITF Issue No. 00-21 also addresses the impact on the measurement and/or allocation of arrangement consideration of
customer cancellation provisions and consideration that varies as a result of future actions of the customer or the company. Finally, EITF Issue No. 00-21 provides guidance with respect to the recognition of the cost of certain deliverables that are
excluded from the revenue accounting for an arrangement. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company is currently evaluating the effect that the
adoption of EITF Issue No. 00-21 will have on its Consolidated Financial Statements.



Stock-Based Compensation



The
Company measures compensation expense for its stock-based employee compensation plans using the intrinsic method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related
Interpretations, including Financial Accounting Standards Board Interpretation 44 Accounting for Certain Transactions Involving Stock Compensation. Compensation expense is based on the difference, if any, between the deemed fair value of
the Companys common stock at the date of grant and the exercise price of the option at that date. This amount is recorded as deferred stock compensation in the Consolidated Balance Sheets and amortized as a charge to operations
over the vesting period of the applicable options. In accordance with Statement of Financial Accounting Standards, referred to as SFAS, No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, the Company has provided, below, the pro forma disclosures of the effect on net income (loss) and earnings (loss) per share as if SFAS No. 123 had been applied in measuring
compensation expense for all periods presented.



The following
table illustrates the effect on reported net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation (in thousands, except per share amounts):



|                                                                                                                                                |  | Three months ended March 31, |        
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                                                                                                |  | 2002                         |        
|Net loss applicable to common stockholders, as reported                                                                                         |  | $                            | (8,993 
|Add: Stock based employee compensation cost included in the determination of net loss
applicable to common stockholders, as reported            |  |                              | 2,099  
|Deduct: Total stock based employee compensation expense determined under the fair
value-based method for all awards, net of related tax effects |  |                              | (3,648 
|                                                                                                                                                |  |                              |        
|Pro forma net loss applicable to common stockholders                                                                                            |  | $                            | (10,542
|                                                                                                                                                |  |                              |        
|Net loss per share applicable to common stockholders:                                                                                           |  |                              |        
|Basic and diluted  as reported                                                                                                                 |  | $                            | (0.27  
|                                                                                                                                                |  |                              |        
|Basic and diluted  pro forma                                                                                                                   |  | $                            | (0.32  
|                                                                                                                                                |  |                              |        



2.    Investments



Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. The Companys debt securities are classified as available-for-sale
and are carried at estimated fair value in cash equivalents and investments. Unrealized gains and losses are reported as accumulated other comprehensive income (loss) in stockholders equity. The amortized cost of debt securities in this
category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Realized gains and losses on available-for-sale securities and declines in value deemed to be other than
temporary, if any, are included in interest income and expense. The cost of



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##### Table of Contents

securities sold is based on the specific identification method. Interest and dividends on securities
classified as available-for-sale are included in interest income. The Companys cash equivalents and investments as of March 31, 2003 were as follows (in thousands):



|                                            |  | Amortized Cost |         |   | Gross Unrealized Gains |   | Gross Unrealized Losses |  |   | Estimated Fair Value |  
|------------------------------------------- |  | -------------- | ------- | - | ---------------------- | - | ----------------------- |  | - | -------------------- | -
|Money market funds                          |  | $              | 44,414  |   |                        | $ |                        |  | $ | (1                   | )
|Corporate bonds                             |  |                | 150,459 |   |                        |   | 284                     |  |   | (34                  | )
|U.S. government agency securities           |  |                | 4,491   |   |                        |   | 6                       |  |   |                     |  
|Commercial paper                            |  |                | 25,918  |   |                        |   | 12                      |  |   |                     |  
|                                            |  |                |         |   |                        |   |                         |  |   |                      |  
|Total                                       |  |                | 225,282 |   |                        |   | 302                     |  |   | (35                  | )
|Less amounts classified as cash equivalents |  |                | (44,414 | ) |                        |   |                        |  |   | 1                    |  
|                                            |  |                |         |   |                        |   |                         |  |   |                      |  
|Total investments                           |  | $              | 180,868 |   |                        | $ | 302                     |  | $ | (34                  | )
|                                            |  |                |         |   |                        |   |                         |  |   |                      |  



Realized gains or losses
on the sale of available-for-sale securities for the three month periods ended March 31, 2002 and March 31, 2003 were insignificant.



At March 31, 2003, the contractual maturities of investments were as follows (in thousands):



|                    |  | Amortized Cost |         | Estimated Fair Value
|------------------- |  | -------------- | ------- | --------------------
|Due within one year |  | $              | 153,192 |                     
|Due after one year  |  |                | 27,676  |                     
|                    |  |                |         |                     
|                    |  | $              | 180,868 |                     
|                    |  |                |         |                     



|3. |  | Intangible Assets
|-- |  | -----------------



In July 2001, the Financing Accounting Standard Board issued Statement of Financial Accounting Standards (referred to as SFAS) No. 141, Business
Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. The Company adopted the provisions of SFAS 141 and SFAS 142 effective January 1, 2002.



SFAS 141 provides that, upon adoption of SFAS 142, the Company is required to evaluate existing intangible assets and
goodwill that were acquired in a purchase business combination prior to June 30, 2001, and make necessary reclassifications to conform with the new criteria in SFAS 141. As a result, the Company reclassified assembled workforce with a net carrying
value of $378,000 to goodwill on January 1, 2002.



Intangible
assets subject to amortization consist of purchased core technology as follows (in thousands):



|                         |  | December 31, 2002 |        |   | March 31, 2003 |  
|------------------------ |  | ----------------- | ------ | - | -------------- | -
|Gross carrying value     |  | $                 | 3,435  |   |                | $
|Accumulated amortization |  |                   | (2,737 | ) |                |  
|                         |  |                   |        |   |                |  
|Net carrying value       |  | $                 | 698    |   |                | $
|                         |  |                   |        |   |                |  



Aggregate amortization
expense is as follows (in thousands):



|For the year ended December 31, 2002 (actual)                                 |  | $ | 1,144
|----------------------------------------------------------------------------- |  | - | -----
|                                                                              |  |   |      
|For the three months ended March 31, 2003 (actual)                            |  | $ | 286  
|For the remaining nine months in the year ended December 31, 2003
(estimated) |  | $ | 412  
|                                                                              |  |   |      
|For the year ended December 31, 2003 (estimated)                              |  | $ | 698  
|                                                                              |  |   |      
|For the year ended December 31, 2004 (estimated)                              |  | $ |     





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4.    Litigation



In
December 2001 a lawsuit was filed in the U.S. District Court for the Southern District of New York against Maxygen, Inc., certain officers of the Company, and certain underwriters of the Companys initial public offering and secondary public
offering of common stock. The complaint, which alleges claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, is among the so-called laddering cases that have
been commenced against a number of companies that had public offerings of securities prior to December 2000. The complaint has been consolidated with other laddering claims in a proceeding styled In re Initial Public Offering Securities
Litigation, No. 21 MC 92 (SAS), pending before the Honorable Shira A. Scheindlin. In February 2003, the court dismissed the Section 10(b) claim against the officers of the Company; the remainder of the case remains pending.



The complaint seeks damages in an unspecified amount. The Company believes
that the claims alleged against the Company and its officers are without merit and intends to defend the action vigorously. The Company does not expect the outcome of this matter to have a material effect on its financial position or results from
operations.



From time to time, the Company becomes involved in
claims and legal proceedings that arise in the ordinary course of its business. The Company is currently subject to two such claims. The Company does not believe that the resolution of these claims will have a material adverse effect on its
financial statements.



5.     Segment
Information





The Company has four reportable segments: human therapeutics, agriculture, chemicals and all other. The Company has determined its reportable operating segments based upon how the business is managed
and operated. The accounting policies of the segments described above are the same as those described in Note 1 in this report and in the Companys annual report on Form 10-K. For the three months ended March 31, 2002, the chemicals segment was
composed of the chemicals business unit of Maxygen and the agriculture segment was composed of the agriculture business unit of Maxygen. For the three months ended March 31, 2003, the chemicals segment was composed of Codexis and the agriculture
segment was composed of Verdia.



Segment Earnings



The Company evaluates the performance of its operating
segments without considering the effects of net interest expense and income, amortization of intangibles and stock compensation expense, all which are managed by corporate headquarters. Corporate administrative costs including depreciation and
amortization expense are allocated based on headcount.



The
following table presents segment operating loss reconciled to reported net loss (in thousands):





|                                           |  | Three months ended March 31, |       
|------------------------------------------ |  | ---------------------------- | ------
|                                           |  | 2002                         |       
|Human therapeutics                         |  | $                            | (4,057
|Chemicals                                  |  |                              | (2,459
|Agriculture                                |  |                              | (771  
|All other                                  |  |                              | (1,408
|                                           |  |                              |       
|Total segment loss                         |  | $                            | (8,695
|Interest income, net                       |  |                              | 2,165 
|Stock compensation                         |  |                              | (2,177
|Amortization of intangibles                |  |                              | (286  
|                                           |  |                              |       
|Net loss                                   |  | $                            | (8,993
|                                           |  |                              |       
|Net loss                                   |  | $                            | (8,993
|Subsidiary preferred stock accretion       |  |                              |      
|                                           |  |                              |       
|Net loss applicable to common stockholders |  | $                            | (8,993
|                                           |  |                              |       



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For the period ended March 31, 2003, interest income of $1.5 million includes $107,000 attributable to
Codexis in the chemicals segment and $29,700 attributable to Verdia in the agriculture segment. The subsidiary preferred stock accretion is attributable to Codexis.



Segment Revenue



Revenues for each operating segment are derived from the Companys research collaboration agreements and government grants and are categorized based
on the industry of the product or technology under development. The following table presents revenues for each reporting segment (in thousands):



|                   |  | Three months ended March 31,
|------------------ |  | ----------------------------
|                   |  | 2002                        
|Human therapeutics |  | $                           
|Chemicals          |  |                             
|Agriculture        |  |                             
|All other          |  |                             
|                   |  |                             
|Total revenue      |  | $                           
|                   |  |                             



Identifiable Assets



The following table presents identifiable
assets for each reporting segment (in thousands):



|                   |  | December 31, |         | March 31,
|------------------ |  | ------------ | ------- | ---------
|                   |  | 2002         |         | 2003     
|Human therapeutics |  | $            | 28,594  |          
|Chemicals          |  |              | 27,207  |          
|Agriculture        |  |              | 11,928  |          
|All other          |  |              | 201,051 |          
|                   |  |              |         |          
|Total assets       |  | $            | 268,780 |          
|                   |  |              |         |          



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Forward-Looking Statements



This report contains forward-looking statements within the
meaning of federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, can, will,
should, expect, plan, anticipate, believe, estimate, predict, intend, potential or continue or the negative of these terms or
other comparable terminology. Risks and uncertainties and the occurrence of other events could cause actual results to differ materially from these predictions. Factors that could cause or contribute to such differences include those discussed below
under Risk Factors That May Affect Results of Operations and Financial Condition, as well as those discussed in our Annual Report on Form 10-K for the year ended December 31, 2002.



Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these statements. We are under no
duty to update any of the forward-looking statements after the date of this report or to conform these statements to actual results.



ITEM 2

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS



Overview



Maxygen was founded in May 1996 and began operations in
March 1997. To date, we have generated revenues from research collaborations with agriculture, pharmaceutical, petroleum, and chemical companies and from government grants. We have strategic collaborations with leading companies including: Aventis
Pasteur in novel vaccines; InterMune in next generation interferon gamma therapies; Lundbeck in interferon beta therapies for nervous system diseases, including multiple sclerosis; ALK-Abelló in allergy; the International AIDS Vaccine
Initiative (IAVI) in HIV; Eli Lilly, Pfizer and DSM in pharmaceutical manufacturing; and Shearwater Corporation (a subsidiary of Nektar Therapeutics) for protein pharmaceutical PEGylation technologies. Additionally, we have a range of other
strategic alliances in industrial applications, as well as funding from U.S. government organizations including from the Defense Advanced Research Projects Agency, the National Institute of Standards and Technology-Advanced Technology Program, the
U.S. Agency for International Development and the U.S. Army Medical Research and Materiel Command.



This report and the disclosures herein include, on a consolidated basis, the business and operations of Maxygen and our wholly-owned subsidiaries, Maxygen ApS, Maxygen Holdings Ltd. and Verdia, Inc.,
as well as our majority-owned subsidiary Codexis, Inc., unless, in each case, the context indicates that the disclosure applies only to a named subsidiary.



Revenue from strategic alliances and government grants increased from $30.5 million in 2001 to $41.8 million in 2002 and was $13.1 million in the three
months ended March 31, 2003. Revenues may fluctuate from period to period because there can be no assurance that these collaborations will continue for their initial term or beyond.



We have incurred significant losses since our inception. As of March 31, 2003, our accumulated deficit was $166.6 million and
total stockholders equity was $225.8 million. We have invested heavily in establishing our proprietary technologies and product candidates. These investments have contributed to the increases in our research and development expenses from $54.0
million in 2001 to $62.0 million in 2002 and were $14.0 million in the three months ended March 31, 2003. As of March 31, 2003 we had 273 employees, of whom approximately 84% were engaged in research and development. We expect to incur additional
operating losses over at least the next several years.



Critical Accounting Policies and Estimates



The preparation of financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those related to investments; intangible assets; collaborative, royalty and license arrangements; and litigation and other contingencies. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and



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liabilities that are not readily apparent from other sources. Actual results may differ from those
estimates under different assumptions or conditions.



We believe
there have been no significant changes in our critical accounting policies during the three months ended March 31, 2003 as compared to what was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2002.



Deferred Compensation



Deferred compensation for options granted to employees has been determined as
the difference between the deemed fair market value for financial reporting purposes of our common stock on the date the applicable options were granted and the exercise price. Deferred compensation for options granted to consultants has been
determined in accordance with Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation (SFAS 123) and Emerging Issues Task Force Issue No. 96-18 Accounting for Equity Instruments That Are Issued
to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services (EITF 96-18) as the fair value of the equity instruments issued. Compensation for related options granted to consultants is periodically remeasured as the
underlying options vest.



In connection with the grant of stock
options to employees before our initial public offering, we recorded deferred stock compensation of approximately $2.4 million in 1998 and $19.5 million in 1999. These amounts were initially recorded as a component of stockholders equity and
are being amortized as charges to operations over the vesting period of the options using a graded vesting method. We recognized stock compensation expense related to the deferred compensation amortization on these option grants, which are split
between research and development expense and general and administrative expense, as shown in the following table (in thousands):



|                                         |  | Three months ended March 31,
|---------------------------------------- |  | ----------------------------
|                                         |  | 2002                        
|Research and development                 |  | $                           
|General and administrative               |  |                             
|                                         |  |                             
|Total deferred compensation amortization |  | $                           
|                                         |  |                             



Stock compensation
expense in connection with the grant of stock options to consultants for the three months ended March 31, 2002 and 2003 were insignificant.



In connection with the Maxygen ApS acquisition in August 2000, stock options were granted in exchange for outstanding warrants to purchase Maxygen ApS
securities. In connection with this exchange we recorded aggregate deferred compensation totaling $1.5 million. This amount is being amortized over the remaining vesting period of the options, of which $179,000 was expensed in the three months ended
March 31, 2002 and $6,000 was expensed in the three months ended March 31, 2003. For the shares exchanged that had a right of repurchase, deferred compensation of $13.1 million was recorded. This amount is being amortized to expense over a
three-year graded vesting period. A total of $920,000 was recognized as expense for the three months ended March 31, 2002 and $362,000 was recognized as expense for the three months ended March 31, 2003.



Results of Operations



Revenues



Our total revenues increased from $9.3 million in the three months ended
March 31, 2003 to $13.1 million for the three months ended March 31, 2003. The net increase in collaborative research and development revenue was primarily due to the receipt of a $2.0 million product development milestone from Pioneer Hi-Bred and
the receipt of a $2.5 million payment from Hercules to terminate our collaboration agreement entered into with them in 2000, partially offset by the scheduled winding down of the funded research term of our collaboration with InterMune. We have no
ongoing obligations related to these payments. The decline in grant revenue primarily reflects the expiration of a U.S. government grant from the Defense Advanced Research Projects Agency that began in 1999. In 2003, we expect our consolidated
revenue to be in the range of $35 million to $40 million, consisting of collaboration revenue, grant revenue and royalties on product sales. This assumes the establishment of new collaborations and that the funded research terms of our
collaborations with InterMune and Lundbeck will begin to wind down as scheduled.





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Revenues for each operating
segment are derived from our research collaboration agreements and government research grants and are categorized based on the industry of the product or technology under development. Results of Codexis, Inc. are shown as Maxygens chemicals
segment. The following table presents revenues for each operating segment (in thousands):



|                   |  | Three months ended March 31,
|------------------ |  | ----------------------------
|                   |  | 2002                        
|Human therapeutics |  | $                           
|Chemicals          |  |                             
|Agriculture        |  |                             
|                   |  |                             
|Total revenue      |  | $                           
|                   |  |                             



The decrease in revenue
for our human therapeutics segment primarily reflects the scheduled winding down of the funded research term of our collaboration with InterMune. Revenue for our human therapeutics segment is expected to decrease over the next several quarters as
the funded research terms of our collaborations with InterMune and Lundbeck begin to wind down as scheduled.



The increase in revenue for our agriculture segment (Verdia, Inc.) was primarily due to the receipt of a $2.0 million product development milestone from Pioneer Hi-Bred. The increase in revenue for our
chemicals segment (Codexis, Inc.) was primarily due to the receipt of a $2.5 million payment from Hercules to terminate our collaboration agreement entered into with them in 2000. We have no ongoing obligations related to these payments. Due to the
non-recurring nature of the payments by Pioneer Hi-Bred and Hercules in the first quarter, revenue for our chemicals and agriculture segments are expected to decrease in the second quarter versus the first quarter.



Research and Development Expenses



We do not generally track fully burdened research and development costs or
capital expenditures by project. However, we estimate, based on full-time equivalent effort, that the percentage of research and development efforts (as measured in hours incurred, which approximates costs) undertaken for collaborative projects
funded by our collaborators and government grants was approximately 49% in the three months ended March 31, 2002 and 35% in the three months ended March 31, 2003. The decreased percentage of efforts on collaborative projects funded by our
collaborators and government grants reflects scheduled reduced efforts in the InterMune collaboration, the termination of the Hercules agreement and the completion of a DARPA contract in September 2002. The percentage of research effort (as measured
by hours incurred, which approximates costs) undertaken for our own internally funded research projects was approximately 51% in the three months ended March 31, 2002 and 65% in the three months ended March 31, 2003. Due to the nature of our
research and our dependence on our collaborative partners to commercialize the results of the research, we cannot predict with any certainty whether any particular collaboration or research effort will ultimately result in a commercial product and
therefore whether we will receive future milestone payments or royalty payments under our various collaborations.



Most of our human therapeutic, agriculture and chemical product development programs are at an early stage and may not result in any marketed products.
Product candidates that may appear promising at early stages of development may not reach the market for a number of reasons. Human therapeutic product candidates may be found ineffective or cause harmful side effects during clinical trials, may
take longer to pass through clinical trials than had been anticipated, may fail to receive necessary regulatory approvals and may prove impracticable to manufacture in commercial quantities at reasonable costs and with acceptable quality. Chemical
and agricultural product candidates may be found ineffective, may cause undesirable side effects or may prove impracticable to manufacture in commercial quantities at reasonable costs and with acceptable quality. Furthermore, it is uncertain which
of our internally developed product candidates will be subject to future collaborative arrangements. The participation of a collaborative partner may accelerate the time to completion and reduce the cost to us of a product candidate or it may delay
the time and increase the cost to us due to the alteration of our existing strategy. The risks and uncertainties associated with our research and development projects are discussed more fully in the section of this report titled Risk Factors
That May Affect Results of Operations and Financial Condition. Because of these risks and uncertainties, we cannot predict when or whether we will successfully complete the development of our product candidates or the ultimate product
development cost in any particular case.





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Our research and development
expenses consist primarily of salaries and other personnel-related expenses, facility costs, research consultants and external collaborative research expenses, supplies and depreciation of facilities and laboratory equipment. Research and
development expenses decreased from $15.0 million in the three months ended March 31, 2002 to $14.0 million in the three months ended March 31, 2003. The decrease was primarily due to cost reduction measures announced in October 2002. Stock
compensation expense related to research and development was $1.6 million in the three months ended March 31, 2002 and was $565,000 in the three months ended March 31, 2003. The decrease in stock compensation expenses was primarily the result
of lower amortization expense related to deferred compensation for the shares subject to repurchase that were exchanged in connection with the Maxygen ApS acquisition in August 2000. This deferred compensation is being amortized to expense over a
three year graded vesting period. The deferred compensation is expected to be fully amortized to expense by September 2003.



Research and development expenses, excluding stock compensation expense, represented 160% of total revenues for the three months ended March 31, 2002 and
107% of total revenues for the three months ended March 31, 2003. The decrease was primarily due to the growth in our total revenues between periods combined with a modest decrease in research and development expenses.



We expect research and development expenses to remain constant or increase
moderately during the balance of 2003 as we increase our efforts on internally funded projects. We expect to continue to devote substantial resources to research and development and we expect research and development expenses to increase in the next
several years if we are successful in advancing our product candidates into clinical trials. To the extent we out-license our product candidates prior to commencement of clinical trials or collaborate with others with respect to clinical trials,
increases in research and development expenses may be reduced or avoided. We intend to manage the level of our expenditures for research and development, including clinical trials, to balance advancing our product candidates against maintaining
adequate cash resources for our operations.



General and Administrative Expenses



Our
general and administrative expenses consist primarily of personnel costs for finance, human resources, business development, legal and general management, as well as insurance premiums and professional expenses, such as legal and accounting. General
and administrative expenses were $3.1 million for the three months ended March 31, 2002 and the three months ended March 31, 2003. The general and administrative expenses for 2002 include a reimbursement of legal expenses of $657,000 received from
the arbitration proceeding against Enchira Biotechnology Corporation. The effective decrease in general and administrative expenses between periods is the result of lower spending on legal expenses and investor relation programs in 2003.



General and administrative expenses, excluding stock
compensation expense, represented 33% of total revenues for the three months ended March 31, 2002 and 23% of total revenues for the three months ended March 31, 2003. The decrease was due to the growth in our total revenues between periods.



We expect general and administrative expenses for 2003 will
remain relatively consistent with the three months ended March 31, 2003 but may increase modestly as a result of increased professional fees, regulatory compliance and improvements to infrastructure.



Amortization of Goodwill and Other Intangible Assets



In connection with the Maxygen ApS acquisition, we
allocated $26.2 million to goodwill and other intangible assets. Upon adoption of SFAS 142 in January 2002, we stopped amortizing goodwill and assembled workforce. We will continue to amortize the purchased core technology over its three year useful
life. Such amortization will be fully allocated to expense by September 2003. We recorded amortization expense of $286,000 in the three months ended March 31, 2002 and the three months ended March 31, 2003.



Net Interest and Other Income



Net interest income represents income earned on our cash, cash equivalents
and marketable securities net of interest expense. Net interest and other income decreased from $2.1 million in the three months ended March 31, 2002 to $1.5 million in the three months ended March 31, 2003. The decreases were due to declining
interest rates and lower average balances of cash, cash equivalents and marketable securities.



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Equity in Net Loss of Joint Venture



Equity in net loss of joint venture reflects Maxygens share of the net
loss of its joint venture, DeltaMax Cotton LLC, formed in May 2002, which is accounted for under the equity method of accounting. Equity in net losses of the joint venture was $500,000 for the three months ended March 31, 2003.



Subsidiary Preferred Stock Accretion



On September 13, 2002, Codexis sold $15 million of Codexis preferred stock to
investors, of which $5 million was purchased by Maxygen and $10 million was purchased by several unrelated investors. On October 1, 2002, Codexis sold an additional $10 million of preferred stock to unrelated investors. This series of convertible
preferred stock included a redemption provision, which provided that the holders of at least a majority of the outstanding shares of this convertible preferred stock (excluding the convertible preferred stock held by Maxygen and its affiliates),
voting together as a separate class, may require Codexis to redeem the convertible preferred stock. The redemption price for each share will be payable in cash in exchange for the shares of convertible preferred stock to be redeemed at a sum equal
to the applicable original issue price per share plus five percent (5%) of the original issue price per year from the original issue date until the applicable redemption date, plus declared and unpaid dividends. Notice of redemption can be given at
any time on or after the fifth anniversary of the original issue date. In connection with these redemption rights, we recorded accretion of the redemption premium for the convertible preferred stock, excluding the shares owned by Maxygen, in the
amount of $319,000 for the three months ended March 31, 2003. The accretion is recorded as subsidiary preferred stock accretion on the Consolidated Statement of Operations and as a reduction of additional paid-in capital on the Consolidated Balance
Sheets. Any obligation to make redemption payments is solely an obligation of Codexis and any payments are to be made solely from assets of Codexis.



Recent Accounting Pronouncements



In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (referred to as SFAS) No. 146, Accounting
for Costs Associated with Exit or Disposal Activities. SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue (referred to as EITF) No. 94-3
Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred, not at the date of an entitys commitment to an exit plan, as required under EITF 94-3. The provisions of SFAS 146 are effective for exit or disposal activities initiated after December 31,
2002, with earlier application encouraged. The adoption of SFAS 146 did not have a material effect on our financial statements.



In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that a liability be recorded in the guarantors balance sheet upon issuance of a guarantee. The Interpretation requires that a guarantor recognize a
liability for the fair value of guarantee obligations issued after December 31, 2002. The adoption of FIN 45 did not have a material effect on our financial statements.



We enter into indemnification provisions under agreements with other companies in the ordinary course of business, typically
with business partners, service providers and other contractors. Under these provisions we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities. In some
cases we also indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the indemnified partys activities. These indemnification provisions generally survive termination of the
underlying agreement. In some cases, the maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. The estimated fair value of the indemnity obligations of these agreements is
minimal. Accordingly, we have no liabilities recorded for these agreements as of March 31, 2003. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements.



In November 2002, the Financial Accounting Standards Board issued EITF Issue
No. 0021, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 addresses certain aspects of the accounting by a company for arrangements under which it will perform multiple revenue-generating activities. EITF Issue No.
00-21 addresses when and how an arrangement involving multiple deliverables should be divided into separate units of accounting. EITF Issue No. 00-21 provides guidance with respect to the effect of certain customer rights due to



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company nonperformance on the recognition of revenue allocated to delivered units of accounting. EITF
Issue No. 00-21 also addresses the impact on the measurement and/or allocation of arrangement consideration of customer cancellation provisions and consideration that varies as a result of future actions of the customer or the company. Finally, EITF
Issue No. 00-21 provides guidance with respect to the recognition of the cost of certain deliverables that are excluded from the revenue accounting for an arrangement. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered
into in fiscal periods beginning after June 15, 2003. The Company is currently evaluating the effect that the adoption of EITF Issue No. 00-21 will have on its Consolidated Financial Statements.



Liquidity and Capital Resources



Since inception, we have financed our operations primarily through private
placements and public offerings of equity securities, receiving aggregate consideration from such sales totaling $302.5 million and research and development funding from collaborators and government grants totaling approximately $146.9 million. In
addition, our majority-owned subsidiary, Codexis, Inc., received $25 million from a private placement of its equity securities, $20 million from third party investors and $5 million from Maxygen. As of March 31, 2003, we had $225.5 million in
cash, cash equivalents and marketable securities. This includes $35.2 million held by our subsidiaries Verdia and Codexis.



Net cash used in operating activities was $6.3 million for the three months ended March 31, 2002 and was $1.6 million for the three months ended March 31,
2003. Uses of cash in operating activities were primarily to fund operating losses.



Net cash provided by investing activities was $32.9 million for the three months ended March 31, 2002. Net cash use in investing activities was $21.7 million for the three months ended March 31, 2003. The cash provided
during the three months ended March 31, 2002 was primarily from the maturities of available-for-sale securities. The cash used during the three months ended March 31, 2003 primarily represented purchases of available-for-sale securities net of the
maturities of available-for-sale securities.



Additions of
property and equipment were $1.0 million for the three months ended March 31, 2002 and were $496,000 for the three months ended March 31, 2003. We expect to continue to make investments in the purchase of property and equipment to support our
operations. We may use a portion of our cash to acquire or invest in businesses, products or technologies, or to obtain the right to use such technologies.



In connection with our joint venture, DeltaMax Cotton LLC, Maxygen and Delta and Pine Land Company are committed to fund the joint venture in an amount
sufficient to pay the anticipated development costs, but neither party is required to provide funding in excess of $15 million. During the three months ended March 31, 2003, we funded the joint venture through a capital contribution in the amount of
$600,000, which reflects our 50% ownership interest.



Net cash
provided by financing activities was $500,000 for the three months ended March 31, 2002 and was $109,000 for the three months ended March 31, 2003. The cash provided during the three months ended March 31, 2002 and 2003 was primarily from the
proceeds of the sale of common stock in connection with our Employee Stock Purchase Plan and the exercise of stock options by employees. This was partially offset by payments on equipment financing obligations.



Since inception we have received $125.9 million in funding from our
collaborators and from government grants, which includes $9.1 million of deferred revenue to be recognized over the next three years. Approximately $98.6 million was received from our collaborators and $27.3 million was received from government
funding. Assuming our research efforts for existing collaborations and grants are expended for their full research terms, as of March 31, 2003 we had total committed funding of approximately $21.1 million remaining to be received over the next
three years. Potential milestone payments from our existing collaborations could exceed $300 million based on the accomplishment of specific performance criteria. We may also earn royalties on product sales. In general, the obligation of our
corporate collaborators to provide research funding cannot be terminated by either party before the end of the research term unless there has been a material breach of contract or either party has become bankrupt or insolvent. In the case of such an
event, the agreement specifies the rights, if any, that each party will retain.



We believe that our current cash, cash equivalents, short-term investments and long-term investments, together with funding received from collaborators and government grants, will be sufficient to satisfy our anticipated cash needs
for working capital and capital expenditures for at least the next twelve months. However, it is possible that we will seek additional financing within this timeframe. We may raise additional funds through public or private



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financing, collaborative relationships or other arrangements. Additional funding, if sought, may not be
available on terms favorable to us. Further, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Our failure to raise capital when needed may harm our business and
operating results.



RISK FACTORS THAT MAY AFFECT RESULTS OF
OPERATIONS AND FINANCIAL CONDITION



You should carefully
consider the risks described below, together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing Maxygen. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed. In such case, the trading price of our common stock
could decline, and you may lose all or part of your investment.



We Have a History of Net Losses. We Expect to Continue to Incur Net Losses and We May Not Achieve or Maintain Profitability.



We have incurred net losses since our inception, including a net loss of approximately $45.0 million in 2001, $33.9 million in 2002 and $4.3 million in
the three months ended March 31, 2003. As of March 31, 2003, we had an accumulated deficit of approximately $166.6 million. We expect to have net losses and negative cash flow for at least the next several years. The size of these net losses will
depend, in part, on the rate of growth, if any, in our contract revenues and on the level of our expenses. To date, we have derived substantially all our revenues from collaborations and grants and expect to derive a majority of our revenue from
such sources for at least the next several years. Revenues from collaborations and grants are uncertain because our existing agreements have fixed terms and because our ability to secure future agreements will depend upon our ability to address the
needs of our potential future collaborators. We expect to spend significant amounts to fund development of products and further research and development to enhance our core technologies. As a result, we expect that our operating expenses will
increase in the near term and, consequently, we do not expect to achieve profitability during the next several years.



Our Business and Our Ability to Grow Revenues has been Adversely Impacted by the Economic Slowdown and Related Uncertainties Affecting Markets in Which
We Operate.



Adverse economic conditions worldwide have
contributed to a slowdown in the biotechnology industry and impacted our business resulting in:



| |  |  | reduced demand for our technology and the products resulting therefrom;
| | - |  | -----------------------------------------------------------------------

| |  |  | increased competition for a decreasing number of research and development collaborations and joint ventures; and
| | - |  | ----------------------------------------------------------------------------------------------------------------

| |  |  | significant reduction in the ability of biotechnology companies to raise capital.
| | - |  | ---------------------------------------------------------------------------------



Recent political and social turmoil in many parts of the world, including actual incidents and potential future acts of
terrorism and war, may continue to put pressure on global economic conditions. These political, social and economic conditions and uncertainties make it difficult for Maxygen and our existing and potential collaboration partners to accurately
forecast and plan future business activities. This reduced predictability challenges our ability to increase revenues and reach profitability. In particular, it is difficult to develop and implement strategies, sustainable business models and
efficient operations, and effectively manage collaboration relationships due to difficult macroeconomic conditions. If the current economic or market conditions continue or further deteriorate, there could be a material adverse impact on our
financial position, revenues, results of operations and cash flow.



We Need to Contain Costs in Order to Achieve Profitability.



We are continuing our efforts to contain costs and reduce our expense structure. We believe strict cost containment and expense reductions in the near term are essential if our current funds are to be sufficient to allow us
to achieve future profitability. We assess market conditions on an ongoing basis and plan to take appropriate actions as required. Recently we reduced the size of our workforce in order to reduce expenses. If we are not able to effectively contain
our costs and achieve an expense structure commensurate with our business activities and revenues, we may have inadequate levels of cash for future operations or for future capital requirements, which could significantly harm our ability to operate
the business.



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Commercialization of Our Technologies Depends on Collaborations With Other Companies. If We Are Unable
to Find Collaborators in the Future, We May Not Be Able to Develop Our Technologies or Products.



Since we do not currently possess the resources necessary to develop and commercialize potential products that may result from our technologies, or the resources to complete any approval processes that
may be required for these products, we must enter into collaborative arrangements, including joint ventures, to develop and commercialize products. We have entered into collaborative agreements with other companies to fund the development of new
products for specific purposes. These contracts expire after a fixed period of time. If they are not renewed or if we do not enter into new collaborative agreements, our revenues will be reduced and our products may not be commercialized.



We have limited or no control over the resources that any
collaborator may devote to our products. Any of our present or future collaborators may not perform their obligations as expected. These collaborators may breach or terminate their agreement with us or otherwise fail to conduct their collaborative
activities successfully and in a timely manner. Further, our collaborators may elect not to develop products arising out of our collaborative arrangements or devote sufficient resources to the development, manufacture, marketing or sale of these
products. If any of these events occur, we may not be able to develop our technologies or commercialize our products.



We Are an Early Stage Company Deploying Unproven Technologies. If We Do Not Develop Commercially Successful Products, We May Be Forced to Cease
Operations.



You must evaluate us in light of the
uncertainties and complexities affecting an early stage biotechnology company. Our proprietary technologies are in the early stage of development. We may not develop products that prove to be safe and efficacious, meet applicable regulatory
standards, are capable of being manufactured at reasonable costs or can be marketed successfully.



We may not be successful in the commercial development of products. Successful products will require significant development and investment, including testing, to demonstrate their cost-effectiveness
before their commercialization. To date, companies in the biotechnology industry have developed and commercialized only a limited number of products. We have not proven our ability to develop and commercialize products. We must conduct a substantial
amount of additional research and development before any regulatory authority will approve any of our potential products. Our research and development may not indicate that our products are safe and effective, in which case regulatory authorities
may not approve them. Problems frequently encountered in connection with the development and utilization of new and unproven technologies and the competitive environment in which we operate might limit our ability to develop commercially successful
products.



We May Need Additional Capital in the Future. If
Additional Capital is Not Available, We May Have to Curtail or Cease Operations.



Our future capital requirements will depend on many factors including payments received under collaborative agreements, including joint ventures and government grants, the progress and scope of our collaborative and
independent research and development projects, the extent to which we advance products into clinical trials with our own resources, the effect of any acquisitions, and the filing, prosecution and enforcement of patent claims.



Changes may also occur that would consume available capital resources
significantly sooner than we expect. We may be unable to raise sufficient additional capital. The current difficult economic climate means that the current ability of biotechnology companies, including Maxygen, to raise capital is severely limited.
If we fail to raise sufficient funds, we may have to curtail or cease operations. We anticipate that existing cash and cash equivalents and income earned thereon, together with anticipated revenues from collaborations and grants, will enable us to
maintain our currently planned operations for at least the next 12 months. If our capital resources are insufficient to meet future capital requirements, we will have to raise additional funds to continue the development of our technologies and
complete the commercialization of products, if any, resulting from our technologies.



We Intend to Conduct Proprietary Research Programs, and Any Conflicts With Our Collaborators or Any Inability to Commercialize Products Resulting from This Research Could Harm Our Business.



An important part of our strategy involves conducting proprietary research
programs. We may pursue opportunities in fields that could conflict with those of our collaborators. Moreover, disagreements with our collaborators could



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develop over rights to our intellectual property. Any conflict with our collaborators could reduce our
ability to obtain future collaboration agreements and negatively impact our relationship with existing collaborators, which could reduce our revenues.



Certain of our collaborators could become our competitors in the future. Our collaborators could develop competing products, preclude us from entering
into collaborations with their competitors, fail to obtain timely regulatory approvals, terminate their agreements with us prematurely or fail to devote sufficient resources to allow the development and commercialization of products. Any of these
developments could harm our product development efforts.



We will
either commercialize products resulting from our proprietary programs directly or through licensing to other companies. We have no experience in manufacturing and marketing, and we currently do not have the resources or capability to manufacture
products on a commercial scale. In order for us to commercialize these products directly, we would need to develop, or obtain through outsourcing arrangements, the capability to manufacture, market and sell products. We do not have these
capabilities, and we may not be able to develop or otherwise obtain the requisite manufacturing, marketing and sales capabilities. If we are unable to successfully commercialize products resulting from our proprietary research efforts, we will
continue to incur losses.



We May Encounter Difficulties in
Managing Our Operations. These Difficulties Could Increase Our Losses.



Our ability to manage our operations effectively requires us to continue to expend funds to enhance our operational, financial and management controls, reporting systems and procedures and to attract and retain sufficient numbers of
talented employees. These requirements have been increased as a result of the increasing operational independence of our majority-owned subsidiary Codexis, Inc. and our wholly-owned subsidiary Verdia. At present we provide a number of operational,
financial and reporting services to Codexis and Verdia under services agreements. If we are unable to implement improvements to our management information and control systems in an efficient or timely manner, or if we encounter deficiencies in
existing systems and controls, then management may have access to inadequate information to manage our day-to-day operations. Failure to attract and retain sufficient numbers of talented employees will further strain our human resources and our
ability to satisfy our obligations under collaboration agreements. This would reduce our revenue, increase our losses and harm our reputation in the marketplace.



We Do Not Completely Control Codexis, and Codexis May Not Make Decisions That Are in the Best Interests of Maxygen
Stockholders.



Codexis operates as an independent subsidiary
of Maxygen. While we currently own 57% of Codexis, we do not have complete control of the operating and other decisions of Codexis. The interests of Codexis and its stockholders may not always coincide with our interests or the interests of our
stockholders. Since Maxygen is currently required to consolidate the financial statements of Codexis with its own financial statements, Codexis may enter into agreements or conduct its operations in a manner that could have a direct material adverse
impact on our financial statements and results of operations. Since Maxygen and Codexis presently operate from shared facilities, Codexis could conduct its operations in a manner that adversely affects our business or reputation in the community
and/or in the biotechnology industry, making it more difficult to operate in the community, secure additional alliances and maintain existing collaborations. This could have an adverse impact on our ability to conduct business.



The Operation of International Locations May Increase Operating Expenses
and Divert Management Attention.



Since August 2000, when we
acquired Maxygen ApS, a Danish biotechnology company, we have been operating with international business locations. Expansion into an international operational entity requires additional management attention and resources. We have limited experience
in localizing our operations and in conforming our operations to local cultures, standards and policies. We may have to compete with local companies who understand the local situation better than we do. We may not be successful in expanding into
international locations or in generating revenues from foreign operations. Even if we are successful, the costs of operating internationally are expected to exceed our international revenues for at least the next several years. As we continue to
operate internationally, we are subject to risks of doing business internationally, including the following:



| |  |  | regulatory requirements that may limit or prevent the offering of our products in local jurisdictions;
| | - |  | ------------------------------------------------------------------------------------------------------



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| |  |  | government limitations on research and/or research involving genetically engineered products or processes;
| | - |  | ----------------------------------------------------------------------------------------------------------

| |  |  | difficulties in staffing and managing foreign operations;
| | - |  | ---------------------------------------------------------

| |  |  | longer payment cycles, different accounting practices and problems in collecting accounts receivable;
| | - |  | -----------------------------------------------------------------------------------------------------

| |  |  | currency exchange risks;
| | - |  | ------------------------

| |  |  | cultural non-acceptance of genetic manipulation and genetic engineering; and
| | - |  | ----------------------------------------------------------------------------

| |  |  | potentially adverse tax consequences.
| | - |  | -------------------------------------



Acquisitions Could Result in Dilution, Operating Difficulties and Other Harmful Consequences.



If appropriate opportunities present themselves, we may acquire businesses
and technologies that complement our capabilities. The process of integrating any acquisition may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:



| |  |  | diversion of management time (both ours and that of the acquired company) from focus on operating the businesses to issues of integration during the period of
negotiation through closing and further diversion of such time after closing;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | decline in employee morale and retention issues resulting from changes in compensation, reporting relationships, future prospects, or the direction of the business;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | the need to integrate each companys accounting, management information, human resource and other administrative systems to permit effective management and the
lack of control if such integration is delayed or not implemented; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | the need to implement controls, procedures and policies appropriate for a larger public company in companies that before acquisition had been smaller, private
companies.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We do not have extensive experience in
managing this integration process. Moreover, the anticipated benefits of any or all of these acquisitions may not be realized.



Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities or amortization
expenses related to intangible assets, any of which could harm our business. Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on favorable terms or at all. Even if available, this financing
may be dilutive.



Since Our Technologies Can Be Applied to
Many Different Potential Products, If We Focus Our Efforts on Potential Products That Fail to Produce Viable Products, We May Fail to Capitalize on More Profitable Areas.



We have limited financial and managerial resources. Since our technologies may be applicable to numerous, diverse potential
products, we must prioritize our application of resources to discrete efforts. This requires us to focus on product candidates in selected areas and forego efforts with regard to other products and areas. Our decisions may not produce viable
commercial products and may divert our resources from more profitable market opportunities.



Public Perception of Ethical and Social Issues May Limit the Use of Our Technologies, Which Could Reduce Our Revenues.



Our success will depend in part upon our ability to develop products discovered through our technologies. Governmental
authorities could, for social or other purposes, limit the use of genetic processes or prohibit the practice of our directed molecular evolution technologies or other technologies. Ethical and other concerns about our directed molecular evolution
technologies or other technologies, particularly the use of genes from nature for commercial purposes, and products resulting therefrom, could adversely affect their market acceptance.



If the Public Rejects Genetically Engineered Products, There Will Be Lower Demand for Our Products.



The commercial success of our potential products will depend in part on
public acceptance of the use of genetically engineered products including drugs, plants and plant products. Claims that genetically engineered products are unsafe for consumption or pose a danger to the environment may influence public attitudes.
Our genetically engineered products may not gain public acceptance. Negative public reaction to genetically modified organisms



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and products could result in greater government regulation of genetic research and resultant products,
including stricter labeling laws or regulations, and could cause a decrease in the demand for our products.



The subject of genetically modified organisms has received negative publicity in Europe and the United States, which has aroused public debate. The adverse publicity could lead to greater regulation
and trade restrictions on genetic research and the resultant agricultural and other products could be subject to greater domestic or international regulation. Such regulation and restrictions could cause a decrease in the demand for our products.



Many Potential Competitors Who Have Greater Resources and
Experience Than We Do May Develop Products and Technologies That Make Ours Obsolete.



The biotechnology industry is characterized by rapid technological change, and the area of gene research is a rapidly evolving field. Our future success will depend on our ability to maintain a competitive position with
respect to technological advances. Rapid technological development by others may result in our products and technologies becoming obsolete.



We face, and will continue to face, intense competition from organizations such as large and small biotechnology companies, as well as academic and
research institutions and government agencies that are pursuing competing technologies for modifying DNA and proteins. These organizations may develop technologies that are alternatives to our technologies. Further, our competitors in the directed
molecular evolution field may be more effective at implementing their technologies to develop commercial products. Some of these competitors have entered into collaborations with leading companies within our target markets to produce commercial
products.



Any products that we develop through our technologies
will compete in multiple, highly competitive markets. Most of the organizations competing with us in the markets for such products have greater capital resources, research and development and marketing staffs and facilities and capabilities, and
greater experience in modifying DNA and proteins, obtaining regulatory approvals, manufacturing products and marketing.



Accordingly, our competitors may be able to develop technologies and products more easily, which would render our technologies and products and those of
our collaborators obsolete and noncompetitive.



Any Inability
to Adequately Protect Our Proprietary Technologies Could Harm Our Competitive Position.



Our success will depend in part on our ability to obtain patents and maintain adequate protection of our intellectual property for our technologies and products in the U.S. and other countries. If we
do not adequately protect our intellectual property, competitors may be able to practice our technologies and erode our competitive advantage. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the
U.S., and many companies have encountered significant problems in protecting their proprietary rights in these foreign countries. These problems can be caused by, for example, a lack of rules and processes allowing for meaningfully defending
intellectual property rights.



We will be able to protect our
proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets. The patent positions of biopharmaceutical and
biotechnology companies, including our patent positions, are often uncertain and involve complex legal and factual questions. We apply for patents covering our technologies and products as we deem appropriate. However, we may not obtain patents on
all inventions for which we seek patents, and any patents we obtain may be challenged and may be narrowed in scope or extinguished as a result of such challenges. Our existing patents and any future patents we obtain may not be sufficiently broad to
prevent others from practicing our technologies or from developing competing products. Others may independently develop similar or alternative technologies or design around our patented technologies or products. In addition, others may challenge or
invalidate our patents, or our patents may fail to provide us with any competitive advantages.



We rely upon trade secret protection for our confidential and proprietary information. We have taken security measures to protect our proprietary information. These measures may not provide adequate
protection for our trade secrets or other proprietary information. We seek to protect our proprietary information by entering into confidentiality agreements with employees, collaborators and consultants. Nevertheless, employees, collaborators or
consultants may still disclose or misuse our proprietary information, and we may not be able to meaningfully protect our trade secrets. In addition, others may independently develop substantially equivalent proprietary information or techniques or
otherwise gain access to our trade secrets.



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Litigation or Other
Proceedings or Third Party Claims of Intellectual Property Infringement Could Require Us to Spend Time and Money and Could Shut Down Some of Our Operations.



Our ability to develop products depends in part on not infringing patents nor proprietary rights of third parties, and not
breaching any licenses that we have entered into with regard to our technologies and products. Others have filed, and in the future are likely to file, patent applications covering genes or gene fragments or corresponding proteins or peptides that
we may wish to utilize with our proprietary technologies, or products that are similar to products developed with the use of our technologies or alternative methods of generating gene diversity. If these patent applications result in issued patents
and we wish to use the patented technology, we would need to obtain a license from the third party.



Third parties may assert that we are employing their proprietary technology without authorization. In addition, third parties may obtain patents in the future and claim that use of our technologies
infringes these patents. We could incur substantial costs and diversion of the time and attention of management and technical personnel in defending ourselves against any of these claims or enforcing our patents or other intellectual property rights
against others. Furthermore, parties making claims against us may be able to obtain injunctive or other equitable relief that could effectively block our ability to further develop, commercialize and sell products, and such claims could result in
the award of substantial damages against us. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties. We may not be able to obtain these licenses at a
reasonable cost, if at all. In that event, we could encounter delays in product introductions while we attempt to develop alternative methods or products or be required to cease commercializing affected products.



We monitor the public disclosures of other companies operating in our industry
regarding their technological development efforts. If we determine that these efforts violate our intellectual property or other rights, we intend to take appropriate action, which could include litigation. Any action we take could result in
substantial costs and diversion of management and technical personnel. Furthermore, the outcome of any action we take to protect our rights may not be resolved in our favor.



From time to time, Maxygen becomes involved in claims and legal proceedings that arise in the ordinary course of its
business. We are currently subject to two such claims. We do not believe that the resolution of these claims will have a material adverse effect on us.



If We Lose Key Personnel or Are Unable to Attract and Retain Additional Personnel We May Be Unable to Pursue Collaborations or Develop Our Own
Products.



We are highly dependent on the principal members
of our management and scientific staff, the loss of whose services might adversely impact the achievement of our objectives. In addition, recruiting and retaining qualified scientific personnel to perform future research and development work will be
critical to our success. We do not currently have sufficient executive management personnel to execute fully our business plan. Although we believe we will be successful in attracting and retaining qualified personnel, competition for experienced
scientists from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms. Failure to attract and retain personnel could prevent us from pursuing collaborations or developing our products or
core technologies.



Our planned activities will require
additional expertise in specific industries and areas applicable to the products developed through our technologies. These activities will require the addition of new personnel, including management, and the development of additional expertise by
existing management personnel. The inability to acquire these services or to develop this expertise could impair the growth, if any, of our business.



Some of Our Programs Depend on Government Grants, Which May Be Withdrawn. The Government Has License Rights to Technology Developed With Its Funds.



We have received and expect to continue to receive funds
under various U.S. government research and technology development programs. The government may reduce funding in the future for a number of reasons. For example, some programs are subject to a yearly appropriations process in Congress. Additionally,
we may not receive funds under existing or future grants because of budgeting constraints of the agency administering the program. There can be no assurance that we will receive the entire funding under our existing or future grants.



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Our grants from the U.S.
government provide the U.S. government with a non-exclusive, paid-up license to practice for or on behalf of the U.S. government inventions made with federal funds. If the government exercises these rights, the U.S. government could use these
inventions and our potential market could be reduced.



Our
Potential Therapeutic Products Are Subject to a Lengthy and Uncertain Regulatory Process. If Our Potential Products Are Not Approved, We Will Not Be Able to Commercialize Those Products.



The Food and Drug Administration must approve any vaccine or therapeutic
product before it can be marketed in the U.S. Before we can file a new drug application or biologic license application with the FDA, the product candidate must undergo extensive testing, including animal and human clinical trials, which can take
many years and require substantial expenditures. Data obtained from such testing are susceptible to varying interpretations that could delay, limit or prevent regulatory approval. In addition, changes in regulatory policy for product approval during
the period of product development and regulatory agency review of each submitted new application or product license application may cause delays or rejections. The regulatory process is expensive and time consuming. The regulatory agencies of
foreign governments must also approve our therapeutic products before the products can be sold in those other countries.



Because our products involve the application of new technologies and may be based upon new therapeutic approaches, they may be subject to substantial
review by government regulatory authorities and government regulatory authorities may grant regulatory approvals more slowly for our products than for products using more conventional technologies. We have not submitted an application to the FDA or
any other regulatory authority for any product candidate, and neither the FDA nor any other regulatory authority has approved any therapeutic product candidate developed with our MolecularBreeding directed molecular evolution technologies for
commercialization in the U.S. or elsewhere. We may not be able to, or our collaborators may not be able to, conduct clinical testing or obtain the necessary approvals from the FDA or other regulatory authorities for our products.



Even after investing significant time and expenditures we may not obtain
regulatory approval for our products. Even if we receive regulatory approval, this approval may entail limitations on the indicated uses for which we can market a product. Further, once regulatory approval is obtained, a marketed product and its
manufacturer are subject to continual review, and discovery of previously unknown problems with a product or manufacturer may result in restrictions on the product, manufacturer or manufacturing facility, including withdrawal of the product from the
market. In certain countries, regulatory agencies also set or approve prices.



Laws May Limit Our Provision of Genetically Engineered Agricultural Products in the Future. These Laws Could Reduce Our Ability to Sell These Products.



We may develop genetically engineered agricultural products. The field-testing, production and marketing of genetically
engineered plants and plant products are subject to federal, state, local and foreign governmental regulation. Regulatory agencies administering existing or future regulations or legislation may not allow us to produce and market our genetically
engineered products in a timely manner or under technically or commercially feasible conditions. In addition, regulatory action or private litigation could result in expenses, delays or other impediments to our product development programs or the
commercialization of resulting products.



The FDA currently
applies the same regulatory standards to foods developed through genetic engineering as apply to foods developed through traditional plant breeding. However, genetically engineered food products will be subject to pre-market review if these products
raise safety questions or are deemed to be food additives. Our products may be subject to lengthy FDA reviews and unfavorable FDA determinations if they raise questions, are deemed to be food additives, or if the FDA changes its policy.



The FDA has also announced in a policy statement that it will
not require that genetically engineered agricultural products be labeled as such, provided that these products are as safe and have the same nutritional characteristics as conventionally developed products. The FDA may reconsider or change its
labeling policies, or local or state authorities may enact labeling requirements. Any such labeling requirements could reduce the demand for our products.



The U.S. Department of Agriculture prohibits genetically engineered plants from being grown and transported except pursuant to an exemption, or under
strict controls. If our future products are not exempted by the USDA, it may be impossible to sell such products.



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Health Care Reform and
Restrictions on Reimbursements May Limit Our Returns on Pharmaceutical Products.



Our future products are expected to include pharmaceutical products. Our ability and that of our collaborators to commercialize pharmaceutical products developed with our technologies may depend in part on the extent to
which reimbursement for the cost of these products will be available from government health administration authorities, private health insurers and other organizations. Third-party payers are increasingly challenging the price of medical products
and services. Significant uncertainty exists as to the reimbursement status of newly approved health care products, and there can be no assurance that adequate third party coverage will be available for any product to enable us to maintain price
levels sufficient to realize an appropriate return on our investment in research and product development.



Destructive Actions By Activists or Terrorists Could Damage Our Facilities, Interfere with Our Research Activities and Cause Ecological Harm. Any Such Adverse Events Could Damage Our Ability to
Develop Products and Generate Adequate Revenue to Continue Operations.



Activists and terrorists have recently shown a willingness to injure people and damage physical facilities, equipment and biological materials to publicize and/or further their ideological causes. Events in New York City and
Washington, D.C. show that the amount of damage terrorists or others are willing and able to cause can be considerable. Our operations and research activities could be adversely impacted depending upon the nature and extent of such acts. Such damage
could include disability or death of our personnel, damage to our physical facilities, destruction of animals and biological materials, disruption of our communications and/or data management software used for research and/or destruction of research
records. Any such damage could delay our research projects and decrease our ability to conduct future research and development. Damage caused by activist and/or terrorist incidents could also cause the release of hazardous materials, including
chemicals, radioactive and biological materials, which could damage our reputation in the community. Clean up of any such releases could also be time consuming and costly.



Any significant interruptions in our ability to conduct our business operations or research and development activities could
reduce our revenue and increase our expenses.



We Use
Hazardous Chemicals and Radioactive and Biological Materials in Our Business. Any Claims Relating to Improper Handling, Storage or Disposal of These Materials Could Be Time Consuming and Costly.



Our research and development processes involve the controlled use of
hazardous materials, including chemicals, radioactive and biological materials. Some of these materials may be novel, including viruses with novel properties and animal models for the study of viruses. Our operations also produce hazardous waste
products. Some of our work also involves the development of novel viruses and viral animal models. We cannot eliminate the risk of accidental contamination or discharge and any resultant injury from these materials. Federal, state and local laws and
regulations govern the use, manufacture, storage, handling and disposal of these materials. We believe that our current operations comply in all material respects with these laws and regulations. We could be subject to civil damages in the event of
an improper or unauthorized release of, or exposure of individuals to, hazardous materials. In addition, claimants may sue us for injury or contamination that results from our use or the use by third parties of these materials, and our liability may
exceed our total assets. Compliance with environmental laws and regulations may be expensive, and current or future environmental regulations may impair our research, development, or production efforts. We believe that our current operations comply
in all material respects with applicable Environmental Protection Agency regulations.



In addition, certain of our collaborators are working with these types of hazardous materials in connection with our collaborations. To our knowledge, the work is performed in accordance with biosafety regulations. In the
event of a lawsuit or investigation, we could be held responsible for any injury caused to persons or property by exposure to, or release of, these viruses and hazardous materials. Further, under certain circumstances, we have agreed to indemnify
our collaborators against damages and other liabilities arising out of development activities or products produced in connection with these collaborations.





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Our Collaborations With
Outside Scientists May Be Subject to Change, Which Could Limit Our Access to Their Expertise.



We work with scientific advisors, consultants and collaborators at academic and other institutions. These scientists are not our employees and may have other commitments that could limit their
availability to us. Although our scientific advisors generally agree not to do competing work, if a conflict of interest between their work for us and their work for another entity arises, we may lose their services. Although our scientific advisors
and collaborators sign agreements not to disclose our confidential information, it is possible that certain of our valuable proprietary knowledge may become publicly known through them.



We May Be Sued for Product Liability.



We may be held liable if any product we develop, or any product that is made with the use or incorporation of any of our
technologies, causes injury or is found otherwise unsuitable during product testing, manufacturing, marketing or sale. These risks are inherent in the development of chemical, agricultural and pharmaceutical products. Although we intend in the
future to obtain product liability insurance, we do not have such insurance currently. Any such insurance that we seek to obtain may be prohibitively expensive or may not fully cover our potential liabilities. Inability to obtain sufficient
insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of products developed by us or our collaborators. If we are sued for any injury caused by our
products, our liability could exceed our total assets.



Our
Stock Price Has Been, and May Continue to Be, Extremely Volatile.



The trading prices of life science company stocks in general, and ours in particular, have experienced significant price fluctuations in the last three years. The valuations of many life science companies without consistent product
revenues and earnings, including ours, are high based on valuation standards such as price to sales ratios and progress in product development and/or clinical trials. Trading prices based on these valuations may not be sustained. Any negative change
in the publics perception of the prospects of biotechnology or life science companies could depress our stock price regardless of our results of operations. Other broad market and industry factors may decrease the trading price of our common
stock, regardless of our performance. Market fluctuations, as well as general political and economic conditions such as recession or interest rate or currency rate fluctuations, also may decrease the trading price of our common stock. In addition,
our stock price could be subject to wide fluctuations in response to factors including the following:



| |  |  | announcements of new technological innovations or new products by us or our competitors;
| | - |  | ----------------------------------------------------------------------------------------

| |  |  | changes in financial estimates by securities analysts;
| | - |  | ------------------------------------------------------

| |  |  | conditions or trends in the biotechnology and life science industries;
| | - |  | ----------------------------------------------------------------------

| |  |  | changes in the market valuations of other biotechnology or life science companies;
| | - |  | ----------------------------------------------------------------------------------

| |  |  | developments in domestic and international governmental policy or regulations;
| | - |  | ------------------------------------------------------------------------------

| |  |  | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------

| |  |  | developments in or challenges relating to patent or other proprietary rights;
| | - |  | -----------------------------------------------------------------------------

| |  |  | period-to-period fluctuations in our operating results;
| | - |  | -------------------------------------------------------

| |  |  | future royalties from product sales, if any, by our strategic partners; and
| | - |  | ---------------------------------------------------------------------------

| |  |  | sales of our common stock or other securities in the open market.
| | - |  | -----------------------------------------------------------------



In the past, stockholders have often instituted securities class action litigation after periods of volatility in the market
price of a companys securities. If a stockholder files a securities class action suit against us, we would incur substantial legal fees and our managements attention and resources would be diverted from operating our business to respond
to the litigation.



In December 2001 a lawsuit was filed in the
U.S. District Court for the Southern District of New York against Maxygen, our chief executive officer, Russell Howard, and our then chief financial officer (now president), Simba Gill, together with certain underwriters of our initial public
offering and secondary public offering of common stock. The lawsuit, which alleges claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, is among the so-called
laddering cases that have been commenced against a number of companies that had public offerings of securities prior to December 2000. The complaint has been consolidated with other laddering claims in a proceeding styled In re
Initial Public Offering Securities Litigation, No. 21 MC 92 (SAS), pending before the Honorable Shira A. Scheindlin. In February 2003, the court dismissed the



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Section 10(b) claim against Drs. Howard and Gill; the remainder of the case remains pending. We believe
the lawsuit against Maxygen and its officers is without merit and intend to defend against it vigorously.



We Expect that Our Quarterly Results of Operations Will Fluctuate, and This Fluctuation Could Cause Our Stock Price to Decline.



Our quarterly operating results have fluctuated in the past and are likely to do so in the future. These fluctuations could
cause our stock price to fluctuate significantly or decline. Some of the factors that could cause our operating results to fluctuate include:



| |  |  | expiration of research contracts with collaborators or government research grants, which may not be renewed or replaced;
| | - |  | ------------------------------------------------------------------------------------------------------------------------

| |  |  | the success rate of our discovery efforts leading to milestones and royalties;
| | - |  | ------------------------------------------------------------------------------

| |  |  | the timing and willingness of collaborators to commercialize our products, which would result in royalties; and
| | - |  | ---------------------------------------------------------------------------------------------------------------

| |  |  | general and industry specific economic conditions, which may affect our collaborators research and development expenditures.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



A large portion of our expenses are relatively fixed, including expenses for
facilities, equipment and personnel. Accordingly, if revenues decline or do not grow as anticipated due to expiration of research contracts or government research grants, failure to obtain new contracts or other factors, we may not be able to
correspondingly reduce our operating expenses. Failure to achieve anticipated levels of revenues could therefore significantly harm our operating results for a particular fiscal period.



Due to the possibility of fluctuations in our revenues and expenses, we believe that quarter-to-quarter comparisons of our
operating results are not a good indication of our future performance. Our operating results in some quarters may not meet the expectations of stock market analysts and investors. In that case, our stock price would likely decline.



Some of Our Existing Stockholders Can Exert Control Over Us, and May Not
Make Decisions that Are in the Best Interests of All Stockholders.



Our executive officers, directors and principal stockholders together control approximately 31% of our outstanding common stock, including GlaxoSmithKline plc, which owns approximately 18% of our outstanding common stock. As a
result, these stockholders, if they act together, and GlaxoSmithKline plc by itself, are able to exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions. In addition, this concentration of ownership may delay or prevent a change in control of Maxygen and might affect the market price of our common stock, even when a change may be in the
best interests of all stockholders. In addition, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders and accordingly, they could cause us to enter into transactions or
agreements that we would not otherwise consider.



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ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Market risk management



Our cash flow and earnings are subject to fluctuations due to changes in foreign currency exchange rates, interest rates, the fair value of equity
securities held and our stock price. We attempt to limit our exposure to some or all of these market risks through the use of various financial instruments. There were no significant changes in our market risk exposures during the three months ended
March 31, 2003. These activities are discussed in further detail in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the year ended December 31, 2002.



ITEM 4

CONTROLS AND PROCEDURES



Quarterly evaluation of our Disclosure Controls and Internal Controls.Within the 90 days prior to the date of this report, we evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (Disclosure Controls), and our internal controls and procedures for financial reporting (Internal Controls). This evaluation (the Controls
Evaluation) was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Rules adopted by the Securities and Exchange Commission
(SEC) require that in this section of the report we present the conclusions of our CEO and CFO about the effectiveness of our Disclosure Controls and Internal Controls based upon and as of the date of the Controls Evaluation.



CEO and CFO
Certifications.Appearing immediately following the Signatures section of this report is the certification of our CEO and CFO required by Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certification). The section of the report that you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section
302 Certifications for a more complete understanding of the topics presented.



Disclosure Controls and Internal Controls.Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 (the Exchange Act), such as this report, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure Controls are also designed with the
objective of ensuring that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures that are designed with
the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use and (3) our transactions are properly recorded and reported, all to permit the
preparation of our financial statements in conformity with generally accepted accounting principles.



Limitations on the Effectiveness of Controls.    Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent
all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within Maxygen have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the
degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



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Scope of the Controls
Evaluation.The CEO/CFO evaluation of our Disclosure Controls and our Internal Controls included a review of the controls objectives and design, the controls implementation by Maxygen and the effect of the
controls on the information generated for use in this report. In the course of the Controls Evaluation, we sought to identify errors, controls problems or acts of fraud. Our Internal Controls are evaluated on an ongoing basis by personnel in our
Finance department. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and our Internal Controls and to make modifications as necessary. Our intent in this regard is that the Disclosure Controls and the
Internal Controls will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant.



Among other matters, we sought in our evaluation to determine whether there were any significant deficiencies or material weaknesses in our Internal
Controls, or whether we had identified any acts of fraud involving personnel who have a significant role in our Internal Controls. This information was important both for the Controls Evaluation generally and because items 5 and 6 in the Section 302
Certifications of our CEO and CFO require that the CEO and CFO disclose that information to our Audit Committee and to our independent auditors and to report on related matters in this section of the report.



In accord with SEC requirements, our CEO and CFO note that, since the date of
the Controls Evaluation to the date of this report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.



Conclusions.Based upon the Controls Evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, our Disclosure Controls are effective to ensure that material information
relating to Maxygen and its consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared, and that our Internal Controls are effective to provide
reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting.



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PART II  OTHER
INFORMATION



ITEM 1

Legal Proceedings



In December 2001 a
lawsuit was filed in the U.S. District Court for the Southern District of New York against Maxygen, our chief executive officer, Russell J. Howard, and our then chief financial officer (now president), Simba Gill, together with certain underwriters
of our initial public offering and secondary public offering of common stock. The lawsuit, which alleges claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, is among the
so-called laddering cases that have been commenced against a number of companies that had public offerings of securities prior to December 2000. The complaint has been consolidated with other laddering claims in a proceeding styled In
re Initial Public Offering Securities Litigation, No. 21 MC 92 (SAS), pending before the Honorable Shira A. Scheindlin. An amended complaint was served on Maxygen and Drs. Howard and Gill in April 2002.



In February 2003, the court dismissed the Section 10(b) claim against Drs.
Howard and Gill; the remainder of the case remains pending.



We
believe the lawsuit against Maxygen and its officers is without merit and intend to defend against it vigorously.



We are not currently a party to any other material pending legal proceedings.



ITEM 2

Changes in Securities and Use of Proceeds



Recent Sales of Unregistered Securities



On January 1, 2003, we issued 9,843 shares of our common stock to a consultant in partial payment for consulting services rendered to us. On January 3, 2003, we issued 6,425 shares of our common stock to a second consultant in
partial payment for consulting services rendered to us. There was no underwriter employed in connection with either of the transactions. The issuances of securities were deemed to be exempt from registration under the Securities Act of 1933, as
amended (the Securities Act) in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of the securities represented their
intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates issued in the transactions. The recipients either
received adequate information about us or had access, through employment or other relationships, to such information. The recipients, either alone or together with their duly appointed purchaser representatives, were knowledgeable, sophisticated and
experienced in making investment decisions of this kind and received adequate information about us.



Application of Initial Public Offering Proceeds



The effective date of our first registration statement, filed on Form S-1 under the Securities Act (No. 333-89413) relating to our initial public offering of common stock, was December 15, 1999. Net
proceeds to us were approximately $101.0 million. From the effective date through March 31, 2003, the proceeds were applied toward:



| |  |  | purchases and installation of equipment and build-out of facilities, $21.3 million;
| | - |  | -----------------------------------------------------------------------------------

| |  |  | repayment of indebtedness, $1.5 million;
| | - |  | ----------------------------------------

| |  |  | working capital, $51.7 million; and
| | - |  | -----------------------------------

| |  |  | temporary investments in certificates of deposits, mutual funds and corporate debt securities, $26.5 million.
| | - |  | -------------------------------------------------------------------------------------------------------------



The use of the proceeds from the offering does not represent a material change
in the use of the proceeds described in the registration statement.



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ITEM 3

DEFAULTS UPON SENIOR SECURITIES



Not applicable.



ITEM 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



Not applicable.



ITEM 5

OTHER INFORMATION



Pre-Approval of Non-Audit Services



In
connection with its selection of Ernst & Young LLP to serve as our independent auditors for the fiscal year ended December 31, 2003, the Audit Committee of the Board of Directors approved the following non-audit services to be performed by Ernst
& Young LLP: (1) assistance and consultations regarding specified audit-related matters and (2) tax preparation and advisory work.



The Audit Committee has determined that the rendering of the audit-related and tax services described above by Ernst & Young LLP is compatible with
maintaining the auditors independence.



ITEM
6

EXHIBITS AND REPORTS ON FORM 8-K



(a)    The following exhibit is filed as part of this report:



|    
|----
|99.1



(b)    There were no reports on Form 8-K filed during the quarter ended March 31, 2003.



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SIGNATURES



Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|             |  |  |  | MAXYGEN, INC.
|------------ |  |  |  | -------------
|            
|May 13, 2003 |  |  |  | By:          
|             |  |  |  |              



|             |  |  |  |    
|------------ |  |  |  | ---
|            
|May 13, 2003 |  |  |  | By:
|             |  |  |  |    



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Form of
Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002



I, Russell J. Howard, certify that:



|1.    I |  | have reviewed this quarterly report on Form 10-Q of Maxygen, Inc.;
|------- |  | ------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|     
|-----
|Date:
|     



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Form of Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002



I, Lawrence W. Briscoe, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Maxygen, Inc.;
|-- |  | --------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|     
|-----
|Date:
|     



35