content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                           -----------------------------
  
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
                         Date of Report:  August 15, 2000
  
                 Date of earliest event reported:  August 10, 2000
  
                           -----------------------------
  
  
                                   Maxygen, Inc.
              (Exact name of registrant as specified in its charter)
  
                                     Delaware
                             (State of Incorporation)
  
  
       000-28401                                           77-0449487
  (Commission File No.)                       (I.R.S. Employer Identification No.)
  
  
                           -----------------------------
  
  
                                515 GALVESTON DRIVE
                              REDWOOD CITY, CA  94063
           (Address of principal executive offices, including zip code)
  
  
                           -----------------------------
  
  
                                  (650) 298-5300
               (Registrant's telephone number, including area code)
  
  
                           ----------------------------
  
  <PAGE>
  
  Item 2.  Acquisition or Disposition of Assets
  
        On August 10, 2000, Maxygen, Inc. ("Maxygen") completed the acquisition of
  ProFound Pharma A/S, a Danish corporation ("ProFound").  ProFound was acquired
  pursuant to an Exchange Agreement, dated as of April 12, 2000 (as amended by
  Amendment No. 1 thereto, dated as of July 31, 2000), by and among Maxygen,
  ProFound, Maxygen Holdings Ltd., a Cayman Islands corporation, and the
  shareholders of ProFound, pursuant to which all the equity interests of ProFound
  were exchanged for 1,102,578 shares of Maxygen common stock and options to
  purchase a total of 41,812 shares of Maxygen common stock.  As a result of the
  acquisition ProFound became a wholly-owned subsidiary of Maxygen.
  
        The acquisition will be accounted for as a purchase.  ProFound is a Danish
  biotechnology company focused on the development of improved second-generation
  protein pharmaceutical products.  Maxygen intends to continue to use the assets
  acquired to conduct such business.
  
  Item 7.  Financial Statements and Exhibits.
  
      (a)  The required financial statements will be filed by amendment as soon as
           practicable.
  
      (b)  The required pro forma financial information will be filed by amendment
           as soon as practicable.
  
      (c)  Exhibits
  
           2.1    Exchange Agreement, dated as of April 12, 2000 (the "Exchange
                  Agreement"), by and among Maxygen, Inc., Maxygen Holdings Ltd.,
                  ProFound Pharma A/S ("ProFound") and the shareholders of
                  ProFound
  
           2.2    Amendment No. 1 to the Exchange Agreement, dated as of July 31,
                  2000, by and among Maxygen, Inc., Maxygen Holdings Ltd.,
                  ProFound and the shareholders of ProFound
  <PAGE>
  
                                     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 hereunto duly authorized.
  
                                      Maxygen, Inc.
  
  Date:  August 15, 2000              By: /s/ Michael Rabson
                                         ---------------------------------
                                          Michael Rabson
                                          General Counsel, Senior Vice
                                          President of Legal Affairs
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text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                           -----------------------------
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
                         Date of Report:  August 15, 2000
  
                 Date of earliest event reported:  August 10, 2000
  
                           -----------------------------
  
                                   Maxygen, Inc.
              (Exact name of registrant as specified in its charter)
  
                                     Delaware
                             (State of Incorporation)
  
       000-28401                                           77-0449487
  (Commission File No.)                       (I.R.S. Employer Identification No.)
  
                           -----------------------------
  
                                515 GALVESTON DRIVE
                              REDWOOD CITY, CA  94063
           (Address of principal executive offices, including zip code)
  
                           -----------------------------
  
                                  (650) 298-5300
               (Registrant's telephone number, including area code)
  
                           ----------------------------
  Item 2.  Acquisition or Disposition of Assets
  
        On August 10, 2000, Maxygen, Inc. ("Maxygen") completed the acquisition of
  ProFound Pharma A/S, a Danish corporation ("ProFound").  ProFound was acquired
  pursuant to an Exchange Agreement, dated as of April 12, 2000 (as amended by
  Amendment No. 1 thereto, dated as of July 31, 2000), by and among Maxygen,
  ProFound, Maxygen Holdings Ltd., a Cayman Islands corporation, and the
  shareholders of ProFound, pursuant to which all the equity interests of ProFound
  were exchanged for 1,102,578 shares of Maxygen common stock and options to
  purchase a total of 41,812 shares of Maxygen common stock.  As a result of the
  acquisition ProFound became a wholly-owned subsidiary of Maxygen.
  
        The acquisition will be accounted for as a purchase.  ProFound is a Danish
  biotechnology company focused on the development of improved second-generation
  protein pharmaceutical products.  Maxygen intends to continue to use the assets
  acquired to conduct such business.
  
  Item 7.  Financial Statements and Exhibits.
  
      (a)  The required financial statements will be filed by amendment as soon as
           practicable.
  
      (b)  The required pro forma financial information will be filed by amendment
           as soon as practicable.
  
      (c)  Exhibits
  
           2.1    Exchange Agreement, dated as of April 12, 2000 (the "Exchange
                  Agreement"), by and among Maxygen, Inc., Maxygen Holdings Ltd.,
                  ProFound Pharma A/S ("ProFound") and the shareholders of
                  ProFound
  
           2.2    Amendment No. 1 to the Exchange Agreement, dated as of July 31,
                  2000, by and among Maxygen, Inc., Maxygen Holdings Ltd.,
                  ProFound and the shareholders of ProFound
  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 hereunto duly authorized.
  
                                      Maxygen, Inc.
  
  Date:  August 15, 2000              By: /s/ Michael Rabson
                                         ---------------------------------
                                          Michael Rabson
                                          General Counsel, Senior Vice
                                          President of Legal Affairs