AGREEMENT

This Agreement is made and entered into on this 15th day of March, 1999 ("Effective Date"), by and between:

1. MAXYGEN INC., a company incorporated under the laws of the State of Delaware and established at 3410 Central Expressway, Santa Clara, California,95051, United States of America ("Maxygen"), of the one part; and

2. GIST-BROCADES B.V., a company incorporated under the laws of The Netherlands and established at Wateringseweg 1, 2611 XT Delft, The Netherlands ("GB"), of the other part;

hereinafter sometimes individually referred to as "Party" and collectively as"Parties".

WITNESSETH

WHEREAS, GB is interested in having carried out research into new enzyme compositions; and

WHEREAS, Maxygen possesses know-how, expertise and facilities to perform the aforementioned research.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions herein contained, the Parties hereto have agreed and dob y these presents agree as follows:

ARTICLE I. DEFINITIONS

In addition to the terms defined elsewhere in this Agreement the following terms shall, as used herein, have the following respective meanings:

(a) "Affiliate", shall mean:

i) any entity in which a Party to this Agreement, directly or indirectly:

- owns at least half the capital or business assets;

- has the power to exercise at least half the voting rights; or

- has the power to appoint at least half the members of the supervisory board, board of directors or bodies legally representing the entity;

ii) entities which directly or indirectly have in or over a Party to this Agreement the rights or powers listed in (i); and

iii) entities in which an entity referred to in (ii) directly or indirectly has the rights or powers listed in (i);

(b) "Commencement Date", shall mean: the Effective Date;

"Cost Savings", shall mean: the cost savings in [*******] in the Field, achieved by GB, a third party sublicensee appointed by GB or an Affiliate of GB, generated through the use of GB Products. The methodology for calculating GB's production costs in the Field prior to and after implementation of the Results is attached as Annex 1. This cost.......

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