Charter of the Corporate Governance and Nominating Committee

The purpose of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Maxygen, Inc., a Delaware corporation (the “Company”), is to: (i) determine the slate of director nominees for election to the Company’s Board and to recommend to the Board individuals to fill vacancies occurring between annual meetings of stockholders and to recommend individuals for nomination as members of the standing committees of the Board; and (ii) develop and recommend to the Board a set of corporate governance principles applicable to the Company. The Committee shall report to the Board on a regular basis and not less than once a year.

The Committee will be comprised solely of “independent directors,” i.e., those directors who are neither officers or employees of the Company or its subsidiaries nor have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and each of whom is otherwise “independent” under the rules of the Nasdaq Stock Market, Inc. The initial members of the Committee will be chosen by the Board. Candidates to fill subsequent vacancies in the Committee shall be appointed by the Board based on nominations by the Committee. The members of the Committee will serve at the discretion of the Board. The Committee shall designate one member of the Committee as its chairperson.

Duties and Responsibilities
The operation of the Committee will be subject to the provisions of the Bylaws of the Company and the Delaware General Corporation Law, each as in effect from time to time. The following are the duties and responsibilities of the Committee and may be modified by the Board from time to time:

1. To make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board or any committee thereof.

2. To identify individuals believed to be qualified to become Board members, and to determine the nominees to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend a nominee to fill such vacancy either through appointment by the Board or through an election by the stockholders. In nominating candidates the Committee shall take into consideration such factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of a comparable size, the interplay of the candidate's experience with that of the other Board members, and to the extent to which a candidate would be a desirable addition to the Board and any Committees of the Board. The Committee may consider candidates proposed by management or by stockholders, but is not limited to such candidates.

3. To develop and recommend to the Board standards to be applied in making determinations as to the absence of relationships between the Company and its subsidiaries and a director that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

4. To identify Board members qualified to fill vacancies on any committee of the Board and to recommend that the Board appoint the identified member or members to the respective committee, taking into account any factors set forth in such committee’s charter and any other factors the Committee deems appropriate.

5. To establish procedures for the Committee to exercise oversight of the evaluation of the Board and management.

6. To review and approve any exceptions or waivers made to the Company code of conduct and its underlying policies involving directors or executive officers.

7. To develop and recommend to the Board a set of corporate governance principles applicable to the Company and to review those principles at least once per year.

8. To prepare and issue the evaluation required under “Performance Evaluation” below.

9. Any other responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of Board and committee members or governance issues.

The Committee will meet in person or telephonically at least once per year at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. The Chief Executive Officer, President, Chairman of the Board, Chief Financial Officer and General Counsel may attend any meeting or meetings of the Committee, except for portions of the meetings where such presence would be inappropriate, as determined by the Committee or its chairperson. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. 

Performance Evaluation
The Committee shall produce and provide to the Board on an annual basis a performance evaluation of the Committee’s performance of its duties under this charter. The evaluation shall also include any recommendations to improve the charter of the Committee. The performance evaluation shall be conducted in such a manner as the Committee deems appropriate. Any member of the Committee may present the evaluation to the Board either orally or in writing.

Resources and Authority
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee. 

Minutes and Reports
Minutes of each meeting will be kept and distributed to each member of the Committee, members of the Board who are not members of the Committee and the Secretary of the Company. The chairperson of the Committee (or any acting chairperson in the absence of the chairperson) will report to the Board at least once per year, or whenever so requested by the Board.