MAXYGEN INC S-1

S-1

FORM S-1

EX-3.1

CERTIFICATE OF INCORPORATION

EX-3.2

AMENDED CERTIFICATE OF DESIGNATIONS - SERIES A

EX-3.3

AMENDED CERTIFICATE OF DESIGNATIONS - SERIES B

EX-3.4

AMENDED CERTIFICATE OF DESIGNATIONS - SERIES C

EX-3.5

CERTIFICATE OF DESIGNATIONS - SERIES D

EX-3.6

CERTIFICATE OF DESIGNATIONS - SERIES E

EX-3.7

BYLAWS

EX-3.8

AMENDED AND RESTATED CERTIFICATE OF INC.

EX-3.9

AMENDED AND RESTATED BYLAWS

EX-4.2

REGISTRATION RIGHTS AGREEMENT

EX-4.3

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EX-4.4

SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EX-4.5

THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EX-4.6

SERIES E PREFERRED STOCK PURCHASE AGREEMENT

EX-4.7

FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EX-10.1

1997 STOCK OPTION PLAN

EX-10.2

PROMISSORY NOTE

EX-10.3

TECHNOLOGY TRANSFER AGREEMENT

EX-10.4

LEASE AGREEMENT

EX-10.5

FIRST AMENDMENT TO LEASE

EX-10.6

PROMISSORY NOTE DATED APRIL 22, 1999

EX-10.7

INDEMNIFICATION AGREEMENT

EX-10.8

1999 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN

EX-10.9

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.10

PROMISSORY NOTE

EX-16.1

LETTER RE CHANGE IN CERTIFYING ACCOUNTANT

EX-23.1

CONSENT OF ERNST AND YOUNG LLP

EX-27.1

FINANCIAL DATA SCHEDULE