0001193125-09-225618 Sample Contracts

MAXYGEN, INC. CONSULTING AGREEMENT
Consulting Agreement • November 5th, 2009 • Maxygen Inc • Services-commercial physical & biological research • California

This Consulting Agreement (“Agreement”), effective as of [ ] (the “Effective Date”), is made by and between Maxygen, Inc., a corporation formed under the laws of the State of Delaware, with offices at 515 Galveston Drive, Redwood City, CA 94063 (the “Company”) and [ ], an individual (the “Consultant”).

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October 8, 2009
Consulting Agreement • November 5th, 2009 • Maxygen Inc • Services-commercial physical & biological research

This will confirm the agreement of Maxygen, Inc. (the “Company”) and Waverley Associates, Inc. (“Waverley”) to amend that certain Consulting Agreement, effective April 1, 2006 (as amended to date, the “Agreement”), between the Company and Waverley. All capitalized terms under this letter amendment shall have the same meanings as those ascribed in the Agreement.

MAXYGEN, INC.
Contingent Performance Unit Award Agreement • November 5th, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware

Unless otherwise defined herein, the terms defined in the Maxygen, Inc. 2006 Equity Incentive Plan (the “Plan”) or the Contingent Performance Unit Award Agreement attached hereto as Exhibit A-1 (the “Agreement”) shall have the same defined meanings in this Notice of Grant of Contingent Performance Units (this “Notice of Grant”).

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