Maxygen completes joint venture transaction with Astellas Pharma

Maxygen, Inc. (Nasdaq:MAXY) today announced the consummation of the transactions contemplated by the previously announced joint venture agreement between Maxygen and Astellas Pharma Inc. Under the joint venture transaction, which closed on September 18, 2009, the parties established a newly-formed joint venture, Perseid Therapeutics LLC, to focus on the discovery, research and development of multiple protein pharmaceutical programs.

Under the joint venture arrangement, Maxygen contributed substantially all of its programs and technology assets in protein pharmaceuticals, including its existing MAXY-4 collaboration agreement with Astellas and other early stage programs, together with $10 million in cash, to Perseid in exchange for an ownership interest in Perseid of approximately 83%. Astellas also invested $10 million in Perseid in exchange for the remaining ownership interest of approximately 17%. Astellas has an option to acquire all of Maxygen’s ownership interest in Perseid at specified exercise prices that will increase each three-month period from $53 million to $123 million over the three-years following the closing. Grant Yonehiro, Maxygen’s Chief Business Officer, has been appointed to serve as Chief Executive Officer of Perseid.

As a result of this transaction, substantially all of Maxygen’s research and development operations and personnel have been transferred to Perseid. In addition to its majority ownership of Perseid, Maxygen will continue to retain a number of significant assets, including:

• approximately $185 million in cash;
• its MAXY-G34 program (including the previously announced licensing arrangement with Cangene Corporation for Acute Radiation Syndrome);
• a 22% ownership interest in Codexis, Inc. and a revenue stream from Maxygen’s biofuels license to Codexis;
• a potential $30 million milestone payment from Bayer HealthCare LLC;
• its MolecularBreeding™ platform and intellectual property portfolio (including certain additional fields of application of the technology platform not yet licensed); and
• a fully funded vaccine discovery program.