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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    fromto   Commission file
    number: 0-21990
  OXiGENE, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

13-3679168(I.R.S. Employer
    Identification No.)701 Gateway Boulevard, Suite 210
    South San Francisco, CA(Address of principal
    executive offices)

94080(Zip
    Code)   Registrants telephone number, including area code:
    (650) 635-7000
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon stock, par value $0.01 per share
    Common stock purchase rights

The NASDAQ Stock Market, LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of class)
    o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K, Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company þ (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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SAFE
    HARBOR FOR FORWARD-LOOKING STATEMENTS
    UNDER THE SECURITIES LITIGATION REFORM ACT OF 1995
  Form 10-K




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##### 



TABLE OF
    CONTENTS
   
 PART I


2ITEM 1.


BUSINESS


2INTRODUCTION


2TECHNOLOGY OVERVIEW


8RESEARCH AND DEVELOPMENT AND COLLABORATIVE
    ARRANGEMENTS


11REGULATORY MATTERS


12PATENTS AND PROPRIETARY RIGHTS


17COMPETITION


18EMPLOYEES


18SCIENTIFIC AND ADVISORY BOARD AND CLINICAL TRIAL
    ADVISORY BOARD


18ITEM 1A.


RISK FACTORS


19ITEM 1B.


UNRESOLVED STAFF COMMENTS


29ITEM 2.


PROPERTIES


29ITEM 3.


LEGAL PROCEEDINGS


29ITEM 4.


REMOVED AND RESERVED


30PART II


30ITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


30ITEM 6.


SELECTED FINANCIAL DATA


31ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


32OVERVIEW


32RESULTS OF OPERATIONS


42LIQUIDITY AND CAPITAL RESOURCES


48ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


52ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


53ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


53ITEM 9A.


CONTROLS AND PROCEDURES


53ITEM 9B.


OTHER INFORMATION


54PART III


54ITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


54ITEM 11.


EXECUTIVE COMPENSATION


54ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


54ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE


54ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


54PART IV


55ITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


55EX-23.1EX-31.1EX-31.2EX-32.1   1




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PART I  ITEM 1.
    BUSINESS  Our
    Company
  Our
    Business
  tm
  In February 2011, the Companys board of directors voted
    unanimously to implement a 1:20 reverse stock split of the
    Companys common stock, following authorization of the
    reverse split by a shareholder vote on December 21, 2010.
    The reverse split became effective on February 22, 2011.
    All of the share and per share amounts discussed in this Annual
    Report on
    Form 10-K
    have been adjusted to reflect the effect of this reverse
    split.
  at-the-market Form 10-K, Form 10-K
  ZYBRESTAT
    for Oncology
    FACT
    (fosbretabulin in anaplastic cancer of the thyroid)
    trial  Phase 2/3 study with ZYBRESTAT in anaplastic
    thyroid cancer (ATC)
   2




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and/or
        FALCON
    (fosbretabulin in advanced lung oncology) trial 
    randomized, controlled Phase 2 study with ZYBRESTAT in non-small
    cell lung cancer
   3




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ZYBRESTAT
    in ovarian cancer
  and/or
    Possible
    areas for future development
    
    aggressive and
    difficult-to-treat
    solid tumors;
    use in combination with chemotherapy in a variety of solid
    tumors, particularly those in which carboplatin
    and/or
    paclitaxel chemotherapy are commonly used; and
    use in combination with commonly used drugs, such as
    bevacizumab, that interfere with blood vessel growth, or
    angiogenics, in various solid tumor indications.   4




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OXi4503,
    a unique, second generation VDA for oncology
    indications
    follow-up
  Blood
    ZYBRESTAT
    for Ophthalmology
    proof-of-mechanism
 5




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
    determine the therapeutic utility of ZYBRESTAT in PCV, and
    visualize the effect of ZYBRESTAT on the vasculature of the
    polyps associated with PCV;
    determine blood concentrations of drug required for activity in
    humans and thereby estimate, with the benefit of preclinical
    data, an appropriate dose of topically-administered ZYBRESTAT to
    be evaluated in subsequent human clinical studies; and
    further evaluate the feasibility of developing a topical
    formulation of ZYBRESTAT for ophthalmological indications.           6




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OXiGENEs
    Development Programs and Product Candidates
    ZYBRESTAT
    for Oncology
  Study Design andIndication

Number of Subjects (n)

Regimen

Sponsor

StatusAnaplasticThyroid
    Cancer (ATC)

FACT Trial - Phase
    2/3 Randomized,
    Controlled Pivotal
    Registration Study
    (n=180) Enrollment
    terminated at 80
    patients in Feb 2010)

carboplatin +
    paclitaxel ±
    ZYBRESTAT

OXiGENE

Enrollment
    complete1st-line Non-small
    Cell Lung Cancer (NSCLC)

FALCON Trial -
    Phase 2 Randomized,
    Controlled Study (n=60)

carboplatin +
    paclitaxel +
    bevacizumab ±
    ZYBRESTAT

OXiGENE

Enrollment
    completePlatinum-resistant
    Ovarian Cancer

Phase 2 Simon
    Two-Stage Design
    Study (n=44)

ZYBRESTAT +
    carboplatin +
    paclitaxel

Cancer Research
    UK

Complete 
    results publishedPlatinum-relapsed
    but platinum sensitive
    Ovarian Cancer

Phase 2 Randomized
    Controlled
    Study (n=110)

ZYBRESTAT ±
    bevacizumab

GOG and
    NCI/CTEP

CRADA executed;
    planned for 2011   OXi4503
    for Oncology
  Study Design andIndication

Number of Subjects (n)

Regimen

Sponsor

StatusAcute Myelogenous Leukemia and Myelodysplastic Syndromes

Phase 1 Dose-Escalation Study
    (n=36)

OXi4503

University of Florida

Agreement
    executed;
    planned for 2011Solid Tumors with Hepatic Tumor burden

Phase 1b Dose-Ranging Study (n=18 in Phase Ib portion)

OXi4503

OXiGENE

Enrollment
    completeRefractory Solid Tumors

Phase 1 Dose-Escalation Study

OXi4503

Cancer Research UK

Enrollment
    complete; results
    published   ZYBRESTAT
    for Ophthalmology
  Study Design andIndication

Number of Subjects (n)

Regimen

Sponsor

StatusProof-of-mechanism
    Study in Polypoidal
    Choroidal Vasculopathy (PCV)

Phase 2
    Randomized,
    Double-Masked,
    Placebo-controlled,
    Single-dose Study (n=20)

ZYBRESTAT
    (intravenous-route)

OXiGENE

Enrollment
    complete   Company
    Background
  (650) 635-7000, (650) 635-7001). Form 10-K, Form 10-Q, Form 8-K,
 7




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VASCULAR
    DISRUPTING AGENTS: ANTI-VASCULAR THERAPEUTICS THAT ADDRESS A
    LARGE POTENTIAL MARKET OPPORTUNITY
        Science
       8




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1ST-Generation

    Anti-Vascular Drugs

2ND-Generation

    Anti-Vascular DrugsAnti-Angiogenic Drugs (bevacizumab, ranibizumab,
    sorafenib, sunitinib, pegaptanib, etc.)

OXiGENE VDA Drug Candidates(ZYBRESTAT, OXi4503)Biological Effect

Prevent formation and growth of new blood vessels throughout the
    body

Selectively occlude and collapse pre-existing tumor vesselsMechanism

Continuously inhibit pro-angiogenic growth factor signaling
    (e.g., VEGF) Promiscuous for all angiogenesis

Intermittently and reversibly collapses abnormal blood vessels
    that feed tumorsSelectively blocks the formation of tumor vessel and other
    abnormal vessel tissue junctions by disrupting the cell
    junctional protein  VE-cadherinZYBRESTAT half-life is approximately 4 hoursSelective for abnormal vasculature characteristic of tumors and
    certain eye lesionsRapidity of Effect

Weeks

HoursSide Effects

Vascular and non-vascular side-effects, some of which are
    chronic in nature, e.g., chronic hypertension, wound-healing
    impairment, hemorrhage/ hemoptysis, gastrointestinal
    perforation, proteinuria/nephrotic syndrome, thromboembolic
    events, etc.

Transient and manageable, typical of a vascularly
    active chronic disease (e.g., transient and manageable
    hypertension)Mostly non-overlapping with anti-angiogenicsCompare favorably with anti-angiogenics     In vitro
 9




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Journal of Clinical Investigation
    mechanism-of-action. 10-20%
    Preclinical
    Discovery Research
  and/or
 10




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RESEARCH
    AND DEVELOPMENT AND COLLABORATIVE ARRANGEMENTS    day-to-day
  
    Baylor University, Waco, Texas;
    Beth Israel Deaconess Medical Center, Boston, Massachusetts;
    University of Oxford, Oxford United Kingdom; and
    University College London, London, United Kingdom.  .
  and/or
   11




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Symphony
    Transaction
             REGULATORY
    MATTERS  Government
    Regulation and Product Approval
    U.S.
    Drug Development Process
   12




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
    completion of pre-clinical laboratory tests, animal studies and
    formulation studies according to Good Laboratory Practices or
    other applicable regulations;
    submission to the FDA of an investigational new drug
    application, or IND, which must become effective before human
    clinical trials may begin;
    performance of adequate and well-controlled human clinical
    trials according to Good Clinical Practices to establish the
    safety and efficacy of the proposed drug for its intended use;
    submission to the FDA of an NDA;
    satisfactory completion of an FDA inspection of the
    manufacturing facility or facilities at which the drug is
    produced to assess compliance with current good manufacturing
    practice, or cGMP, to assure that the facilities, methods and
    controls are adequate to preserve the drugs identity,
    strength, quality and purity;
    satisfactory completion of FDA inspections of clinical sites and
    GLP toxicology studies; and
    FDA review and approval of the NDA.    30-day
        
    Phase 1:  The drug is initially introduced into
    healthy human subjects and tested for safety, dosage tolerance,
    absorption, metabolism, distribution and excretion. In the case
    of some products for severe or life-threatening diseases,
    especially when the product may be too inherently toxic to
    ethically administer to healthy volunteers, the initial human
    testing is often conducted in patients. 13




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
    Phase 2:  Involves studies in a limited patient
    population to identify possible adverse effects and safety
    risks, to preliminarily evaluate the efficacy of the product for
    specific targeted diseases and to determine dosage tolerance and
    optimal dosage.
    Phase 3:  Clinical trials are undertaken to
    further evaluate dosage, clinical efficacy and safety in an
    expanded patient population at geographically dispersed clinical
    study sites. These studies are intended to establish the overall
    risk-benefit ratio of the product and provide, if appropriate,
    an adequate basis for product labeling.        U.S.
    Review and Approval Processes
   14




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Orphan
    Drug Designation
   15




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Expedited
    Review and Approval
  and/or
  and/or
  Foreign
    Regulation
     16




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PATENTS
    AND PROPRIETARY RIGHTS
    and/or
    Product Candidate

Patent Scope

Patent ExpirationZYBRESTAT*

Methods of modulating tumor growth or metastasis by
    administration of combretastatin A-4 phosphate and paclitaxel

December 2021Lyophilized or crystalline combretastatin A-4 phosphate
    tromethamine

September 2021OXi4503**

Composition of matter for combretastatin A-1 (active)

April 2012Composition of matter for OXi4503
    (combretastatin-A1-disodium-phosphate (OXi4503) pro-drug)

October 2021     *
    
    In-licensed from Bristol-Myers Squibb**
    
    In-licensed from Arizona State University  and/or
   17




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COMPETITION       EMPLOYEES   SCIENTIFIC
    ADVISORY BOARD AND CLINICAL TRIAL ADVISORY BOARD      HILARY CALVERT, MB,
  JEFFREY S. HEIER, M.D. Co-Director
  STANLEY KAYE, M.D., BSc,
  HAKAN MELLSTEDT, M.D., Ph.D. (Chairman)
  LEE S. ROSEN, M.D.
 18




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GORDON RUSTIN, M.D.
  JAN B. VERMORKEN, M.D., Ph.D.
    ADRIAN L. HARRIS, M.D.
  ROBERT S. KERBEL, Ph.D.
  DIETMAR W. SIEMANN, Ph.D. (Chairman)
  out-of-pocket
  ITEM 1A.
    RISK
    FACTORS      We
    will be required to raise additional funds to finance our
    operations and remain a going concern; we may not be able to do
    so when necessary, and/or the terms of any financings may not be
    advantageous to us.
      at-the-market
 19




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Form 10-K
  We
    have a history of losses, and we anticipate that we will
    continue to incur losses in the future.
    We
    face the potential delisting of our common stock from the NASDAQ
    Capital Market due to the uncertainty of our ability to maintain
    compliance with certain continued listing requirements. If we
    are unable to meet these requirements, we could be required to
    list our common stock in the
    over-the-counter
    market, which could make obtaining future financing more
    difficult.
   20




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over-the-counter
  over-the-counter
    Our
    outstanding stock warrants may significantly increase the
    volatility of our stock price.
    Due in
    part to our constrained financial resources, we may fail to
    select or capitalize on the most scientifically, clinically or
    commercially promising or profitable indications or therapeutic
    areas for our product candidates or those that are
    in-licensed.
   21




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Our
    product candidates have not completed clinical trials, and may
    never demonstrate sufficient safety and efficacy in order to do
    so.
    Our
    committed equity financing facility with Kingsbridge may not be
    available to us. If we elect to make a draw down, we may be
    required to make additional blackout or other
    payments to Kingsbridge, which may result in dilution to our
    stockholders.
     22




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We
    depend heavily on our executive officers, directors, and
    principal consultants and the loss of their services would
    materially harm our business.
    Our
    industry is highly competitive, and our products may become
    technologically obsolete.
  and/or
  We
    have licensed in rights to ZYBRESTAT, OXi4503 and other programs
    from third parties. If our license agreements terminate, we may
    lose the licensed rights to our product candidates, including
    ZYBRESTAT and OXi4503, and we may not be able to continue to
    develop them or, if they are approved, market or commercialize
    them.
   23




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We
    depend extensively on our patents and proprietary technology,
    and we must protect those assets in order to preserve our
    business.
  and/or
  and/or and/or and/or and/or
 24




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If
    third parties on which we rely for clinical trials do not
    perform as contractually required or as we expect, we may not be
    able to obtain regulatory approval for or commercialize our
    product candidates.
    Our
    products may result in product liability exposure, and it is
    uncertain whether our insurance coverage will be sufficient to
    cover all claims.
    If we
    do not obtain required regulatory approvals, we will be unable
    to market and sell our product candidates.
      
    the product candidate may not prove to be safe and efficacious; 25




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
    patients may die or suffer serious adverse effects for reasons
    that may or may not be related to the product candidate being
    tested;
    the results of later-phase clinical trials may not confirm the
    results of earlier clinical trials; and
    the results may not meet the level of statistical significance
    or clinical
    benefit-to-risk
    ratio required by the FDA or other regulatory agencies for
    marketing approval.    If
    clinical trials for our product candidates are prolonged,
    delayed or suspended, we may be unable to commercialize our
    product candidates on a timely basis, which would require us to
    incur additional costs and delay our receipt of any revenue from
    potential product sales.
    
    conditions imposed on us by the FDA or any foreign regulatory
    authority regarding the scope or design of our clinical trials;
    delays in obtaining, or our inability to obtain, required
    approvals from institutional review boards or other reviewing
    entities at clinical sites selected for participation in our
    clinical trials;
    insufficient supply of our product candidates or other materials
    necessary to conduct and complete our clinical trials;
    slow enrollment and retention rate of subjects in clinical
    trials;
    negative or inconclusive results from clinical trials, or
    results that are inconsistent with earlier results;
    serious and unexpected drug-related side effects;
    failure of our third-party contractors to comply with regulatory
    requirements or otherwise meet their contractual obligations to
    us.     26




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Our
    product candidates will remain subject to ongoing regulatory
    review even if they receive marketing approval, and if we fail
    to comply with continuing regulations, we could lose these
    approvals and the sale of any approved commercial products could
    be suspended.
    
    restrictions on the products, manufacturers, or manufacturing
    processes;
    warning letters;
    civil or criminal penalties;
    fines;
    injunctions;
    product seizures or detentions;
    pressure to initiate voluntary product recalls;
    suspension or withdrawal of regulatory approvals; and
    refusal to approve pending applications for marketing approval
    of new products or supplements to approved applications.  If
    physicians and patients do not accept our future products or if
    the markets for indications for which any product candidate is
    approved is smaller than expected, we may be unable to generate
    significant revenue, if any.
    
    timing of market introduction of competitive products;
    demonstration of clinical safety and efficacy compared to other
    products;
    cost-effectiveness;
    limited or no coverage by third- party payors;
    convenience and ease of administration;
    prevalence and severity of adverse side effects;
    restrictions in the label of the drug;
    other potential advantages of alternative treatment
    methods; and
    ineffective marketing and distribution support of our products.    We
    have no manufacturing capacity, and have relied and expect to
    continue to rely on third-party manufacturers to produce our
    product candidates.
   27




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
    reliance on the third party for manufacturing process
    development, regulatory compliance and quality assurance;
    limitations on supply availability resulting from capacity and
    scheduling constraints of the third party;
    the possible breach of the manufacturing agreement by the third
    party because of factors beyond our control; and
    the possible termination or non-renewal of the agreement by the
    third party, based on our own business priorities, at a time
    that is costly or inconvenient for us.        Our
    restated certificate of incorporation, our amended and restated
    by-laws, our stockholder rights agreement and Delaware law could
    deter a change of our management which could discourage or delay
    offers to acquire us.
    The
    uncertainty associated with pharmaceutical reimbursement and
    related matters may adversely affect our business.
  and/or
 28




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The
    price of our common stock is volatile, and is likely to continue
    to fluctuate due to reasons beyond our control.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS   29




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ITEM 4.
    REMOVED
    AND RESERVED PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    In February 2011, the Companys board of directors voted
    unanimously to implement a 1:20 reverse stock split of the
    Companys common stock, following authorization of the
    reverse split by a shareholder vote on December 21, 2010.
    The reverse split became effective on February 22, 2011.
    All of the per share sales prices shown in the table below have
    been adjusted to reflect the effect of this reverse split.
  Fiscal Year 2010

Fiscal Year 2009High

Low

High

LowFirst Quarter

$
27.60


$
20.00


$
17.80


$
10.40Second Quarter

$
26.40


$
7.40


$
55.60


$
14.20Third Quarter

$
11.00


$
5.20


$
47.40


$
26.20Fourth Quarter

$
6.00


$
3.80


$
34.00


$
20.20          30




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ITEM 6.
    SELECTED
    FINANCIAL DATA  SUMMARY
    FINANCIAL INFORMATION
  Form 10-K.
  In February 2011, the Companys board of directors voted
    unanimously to implement a 1:20 reverse stock split of the
    Companys common stock, following authorization of the
    reverse split by a shareholder vote on December 21, 2010.
    The reverse split became effective on February 22, 2011.
    All of the share and per share amounts discussed and shown in
    the statements and tables below have been adjusted to reflect
    the effect of this reverse split.
  Years Ended December 31,2010


2009


2008


2007


2006(Amounts in thousands except per share amounts)STATEMENT OF OPERATIONS DATA:License Revenue:

$



$



$
12


$
12


$
Operating costs and expenses:Research and development


12,114



22,256



18,995



14,511



11,213General and administrative


5,885



8,900



6,957



7,774



6,703Restructuring


510















Total operating costs and expenses


18,509



31,156



25,952



22,285



17,916Loss from operations


(18,509
)


(31,156
)


(25,940
)


(22,273
)


(17,916
)Change in fair value of warrants and other financial instruments


(6,018
)


2,166



3,335







Investment income


17



110



618



1,955



2,502Other income (expense), net


740



(63
)


66



(71
)


(43
)Consolidated net loss

$
(23,770
)

$
(28,943
)

$
(21,921
)

$
(20,389
)

$
(15,457
)Net loss attributed to non controlling interest

$



$
(4,215
)

$
(520
)

$



$
Net loss attributed to OXiGENE, Inc.

$
(23,770
)

$
(24,728
)

$
(21,401
)

$
(20,389
)

$
(15,457
)Excess purchase price over carrying value of noncontrolling
    interest acquired in Symphony ViDA, Inc

$



$
(10,383
)

$



$



$
Net loss applicable to common stock

$
(23,770
)

$
(35,111
)

$
(21,401
)

$
(20,389
)

$
(15,457
)Basic and diluted net loss per share attributed to OXiGENE, Inc.
    common shares

$
(5.96
)

$
(13.15
)

$
(13.96
)

$
(14.60
)

$
(11.19
)Weighted-average number of common shares outstanding


3,988



2,671



1,533



1,397



1,381   31




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As of December 31,2010

2009

2008

2007

2006(Amounts in thousands except per share amounts)BALANCE SHEET DATA:Cash, restricted cash and equivalents and
    available-for-sale
    securities

$
4,677


$
14,072


$
18,918


$
28,438


$
45,839Marketable securities held by Symphony ViDA, Inc., restricted










14,663







Working capital


1,797



6,356



28,320



23,880



42,083Total assets


5,567



15,617



35,031



30,064



47,642Total liabilities


10,822



9,818



6,292



5,207



4,222Accumulated deficit


(207,700
)


(183,930
)


(159,202
)


(137,801
)


(117,412
)Noncontrolling interest










9,432







Total stockholders (deficit) equity

$
(5,255
)

$
5,799


$
28,739


$
24,857


$
43,420     ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS   OVERVIEW    ZYBRESTAT
    for Oncology
  FACT
    (fosbretabulin in anaplastic cancer of the thyroid)
    trial  Phase 2/3 study with ZYBRESTAT in anaplastic
    thyroid cancer (ATC)
   32




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and/or
        FALCON
    (fosbretabulin in advanced lung oncology) trial 
    randomized, controlled Phase 2 study with ZYBRESTAT in non-small
    cell lung cancer
   33




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##### Table of Contents



ZYBRESTAT
    in ovarian cancer
      Possible
    areas for future development
    
    aggressive and
    difficult-to-treat
    solid tumors;
    use in combination with chemotherapy in a variety of solid
    tumors, particularly those in which carboplatin
    and/or
    paclitaxel chemotherapy are commonly used; and
    use in combination with commonly used drugs, such as
    bevacizumab, that interfere with blood vessel growth, or
    angiogenics, in various solid tumor indications.    BLOOD,
 34




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##### Table of Contents



OXi4503,
    a unique, second generation VDA for oncology
    indications
    follow-up
  Blood
    ZYBRESTAT
    for Ophthalmology
    proof-of-mechanism
 35




---



##### Table of Contents




    determine the therapeutic utility of ZYBRESTAT in PCV, visualize
    the effect of ZYBRESTAT on the vasculature of the polyps
    associated with PCV;
    determine blood concentrations of drug required for activity in
    humans and thereby estimate, with the benefit of preclinical
    data, an appropriate dose of topically-administered ZYBRESTAT to
    be evaluated in subsequent human clinical studies; and
    further evaluate the feasibility of developing a topical
    formulation of ZYBRESTAT for ophthalmological indications.            Financial
    Resources
   36




---



##### Table of Contents



37




---



##### Table of Contents



Form 10-K
  Form 10-K
  and/or
  project-by-project
  Critical
    Accounting Policies and Significant Judgments and
    Estimates
     38




---



##### Table of Contents



Use of
    Estimates
    Concentration
    of Credit Risk
    Cash,
    Restricted Cash and Cash Equivalents
    Available-for-Sale
    Securities
  available-for-sale. Available-for-sale available-for-sale other-than-temporary available-for-sale available-for-sale other-than-temporarily
  Accrued
    Research and Development
    License
    Agreements
   39




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##### Table of Contents



Share-based
    compensation
    
    the stock option exercise price,
    the expected term of the option,
    the grant date price of our common stock, which is issuable upon
    exercise of the option,
    the expected volatility of our common stock,
    the expected dividends on our common stock (we do not anticipate
    paying dividends in the foreseeable future), and
    the risk free interest rate for the expected option term.               40




---



##### Table of Contents



Symphony
    Transaction
              Consolidation
    of Variable Interest Entity (VIE)
     41




---



##### Table of Contents



Accounting
    and Reporting of Noncontrolling Interests
    Accounting
    for Derivative Financial Instruments Indexed to and Potentially
    Settled in the Companys Common stock
   RESULTS
    OF OPERATIONS  Years
    ended December 31, 2010 and 2009
  Revenues
     42




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##### Table of Contents



Costs
    and Expenses
    2010


2009% of Total





% of Total


IncreaseOperating





Operating


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%Research and development

$
12,114



65
%

$
22,256



71
%

$
(10,142
)


−46
%General and administrative


5,885



32
%


8,900



29
%


(3,015
)


−34
%Restructuring


510



3
%










510



N/ATotal operating expenses

$
18,509



100
%

$
31,156



100
%

$
(12,647
)


−41
%   Research
    and development expenses
    2010


2009


Increase% of Total





% of Total


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%External services

$
7,944



66
%

$
13,233



59
%

$
(5,289
)


−40
%Employee compensation and related


3,247



27
%


7,692



35
%


(4,445
)


−58
%Stock-based compensation


241



1
%


184



1
%


57



31
%Other


682



6
%


1,147



5
%


(465
)


−41
%Total research and development

$
12,114



100
%

$
22,256



100
%

$
(10,142
)


−46
%        43




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##### Table of Contents



General
    and administrative expenses
    2010


2009


Increase% of Total





% of Total


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%Employee compensation and related

$
2,049



35
%

$
3,165



36
%

$
(1,116
)


−35
%Stock-based compensation


453



8
%


272



3
%

$
181



67
%Consulting and professional services


2,295



39
%


4,409



50
%

$
(2,114
)


−48
%Other


1,088



18
%


1,054



11
%

$
34



3
%Total general and administrative

$
5,885



100
%

$
8,900



100
%

$
(3,015
)


−34
%         Restructuring
    Plan
    
    We continue to advance our high-priority Phase 2 ZYBRESTAT trial
    in non-small cell lung cancer (FALCON study), with updated
    safety and efficacy results anticipated for presentation at the
    upcoming American Society of Clinical Oncology (ASCO) meeting in
    June 2011.
    We stopped further enrollment in the Phase 2/3 FACT clinical
    trial in anaplastic thyroid cancer (ATC), but have continued to
    treat and follow all patients who enrolled in the study. We
    expect this approach to optimize our ability to gain useful
    additional insight into ZYBRESTATs antitumor activity
    earlier than the previously anticipated timeline, while also
    reducing cash utilization in 2010 and beyond.
    We discontinued enrolling patients in our OXi4503 Phase 1b trial
    in patients with hepatic tumors. We are evaluating the results
    received to date.
    We discontinued enrollment in our Phase 2 FAVOR study of
    ZYBRESTAT in polypoidal choroidal vasculopathy (PCV), a form of
    macular degeneration. After completing enrollment in the fall of
    2010, we are considering next steps for this program.
    Future development decisions concerning the OXi4503 program and
    the ZYBRESTAT for ophthalmology program will be made following
    these analyses and additional review by our management and board
    of directors.
    In addition, we reduced our workforce by 20 employees or
    approximately 49%. 44




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##### Table of Contents



Other
    Income and Expenses
    Increase(Decrease)2010


2009


Amount


%Change in fair value of warrants and other financial instruments

$
(6,018
)

$
2,166


$
(8,184
)


−378
%Investment income


17



110



(93
)


−85
%Other income (expense), net


740



(63
)


803



1275
%Total

$
(5,261
)

$
2,213


$
(7,474
)


−338
%   Accounting for Derivative Financial Instruments Indexed to
    and Potentially Settled in the Companys Common stock,
      Tax
    Matters
    Years
    ended December 31, 2009 and 2008
  Revenues
   45




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##### Table of Contents



Costs
    and Expenses
    2009


2008% of Total





% of Total


IncreaseOperating





Operating


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%Research and development

$
22,256



71
%

$
18,995



73
%

$
3,261



17
%General and administrative


8,900



29
%


6,957



27
%


1,943



28
%Total operating expenses

$
31,156



100
%

$
25,952



100
%

$
5,204



20
%   Research
    and development expenses
    2009


2008% of Total





% of Total


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%External services

$
13,233



59
%

$
13,273



70
%

$
(40
)


0
%Employee compensation and related


7,692



35
%


4,490



24
%


3,202



71
%Stock-based compensation


184



1
%


337



2
%


(153
)


−45
%Other


1,147



5
%


895



4
%


252



28
%Total research and development

$
22,256



100
%

$
18,995



100
%

$
3,261



17
%      46




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##### Table of Contents



General
    and administrative expenses
    2009


2008


Increase% of Total





% of Total


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%Employee compensation and related

$
3,165



36
%

$
2,604



37
%

$
561



22
%Stock-based compensation


272



3
%


663



10
%

$
(391
)


−59
%Consulting and professional services


4,409



50
%


2,498



36
%

$
1,911



77
%Other


1,054



11
%


1,192



17
%

$
(138
)


−12
%Total general and administrative

$
8,900



100
%

$
6,957



100
%

$
1,943



28
%       Other
    Income and Expenses
    Increase(Decrease)2009


2008


Amount


%Change in fair value of warrants and other financial instruments

$
2,166


$
3,335


$
(1,169
)


−35
%Investment income


110



618



(508
)


−82
%Other income (expense), net


(63
)


66



(129
)


−195
%Total

$
2,213


$
4,019


$
(1,806
)


−45
%     Accounting for Derivative Financial Instruments Indexed to
    and Potentially Settled in the Companys Common stock,
 47




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES      Years Ended December 31,2010


2009


2008Operating activities:Net loss

$
(23,770
)

$
(24,728
)

$
(21,401
)Loss attributed to noncontrolling interests






(4,215
)


(520
)Non-cash adjustments to net loss


7,164



(1,228
)


(2,181
)Changes in operating assets and liabilities


(3,821
)


1,502



704Net cash used in operating activities


(20,427
)


(28,669
)


(23,398
)Investing activities:Net decrease in
    available-for-sale
    securities






3,039



4,479Other


3



(105
)


24Net cash provided by investing activities


3



2,934



4,503Financing activities:Proceeds from issuance of common stock


11,094



21,392



28,643Net cash provided by financing activities


11,094



21,392



28,643Increase/(Decrease) in cash and cash equivalents


(9,330
)


(4,343
)


9,748Cash and cash equivalents at beginning of period


13,932



18,275



8,527Cash and cash equivalents at end of period

$
4,602


$
13,932


$
18,275  48




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##### Table of Contents



2/3
        5-year
         49




---



##### Table of Contents



Original











Number ofNumber of


Adjusted


Adjusted


Number of


Shares IssuedWarrants


Number of


Exercise


Warrants


for WarrantsWarrant Series:

Issued


Warrants


Price


Exercised


ExercisedSeries A Warrants


329



1,786


$
5.60



250



70Series B Warrants


329



1,339


$
5.60



1,229



253Series C Warrants


329



1,339


$
5.60







Series D Warrants


338



1,028


$
0.02



1,028



1,024Total


1,325



5,492







2,507



1,347      50




---



##### Table of Contents



Shares Issued in Connection with:

Shares Issued


Net Proceeds(In thousands)Director fees


19


$
ATM


664



3,806Private Placement


329



6,622Exercise of Private Placement Series A Warrants


70



Exercise of Private Placement Series B Warrants


253



614Exercise of Private Placement Series D Warrants


1,024



Other


5



52Totals


2,364


$
11,094       over-the-counter Form 10-K
   51




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##### Table of Contents



Contractual
    Obligations
    Less Than


1-3


4-5


After 5Total


1 Year


Years


Years


YearsClinical development and related commitments

$
4,921


$
4,873


$
45


$
3


$
Operating Leases


1,153



494



659







Total contractual cash obligations

$
6,074


$
5,367


$
704


$
3


$
       ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     52




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of our Disclosure Controls and Procedures
  Form 10-K, Rules 13a-15(e) 15d-15(e))
  Changes
    in Internal Control over Financial Reporting
    Management
    Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
    Important
    Considerations
   53




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    , EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   54




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  10-K.
  Financial Statements
    Financial Statement Schedules
    Exhibits
  Form 10-K.
  ExhibitNumber

Description2
.1

Agreement and Plan of Merger by and among OXiGENE, Inc., OXiGENE
    Merger Sub, Inc., VaxGen, Inc. and James P. Panek, as
    representative of VaxGen stockholders, dated as of
    October 14, 2009. £(1)3
.1

Restated Certificate of Incorporation of the Registrant.*3
.2

Amended and Restated By-Laws of the Registrant.%%%3
.3

Certificates of Amendment of Certificate of Incorporation, dated
    June 21, 1995 and November 15, 1996.**3
.4

Certificate of Amendment of Restated Certificate of
    Incorporation, dated July 14, 2005. !3
.5

Certificate of Amendment of Restated Certificate of
    Incorporation, dated June 2, 2009.3
.6

Certificate of Amendment of Restated Certificate of
    Incorporation, dated February 8, 2010. Ω3
.7

Certificate of Amendment of Restated Certificate of
    Incorporation, dated August 5, 2010. ΩΩΩ3
.8

Certificate of Amendment of Restated Certificate of
    Incorporation, dated February 22, 2011.
    αααα4
.1

Specimen Common Stock Certificate.*4
.2

Warrant for the purchase of shares of common stock, dated
    February 19, 2008, issued by the Registrant to Kingsbridge
    Capital Limited.ˆˆˆˆ4
.3

Registration Rights Agreement, dated February 19, 2008, by
    and between the Registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ4
.4

Form of Direct Investment Warrant, dated as of October 17,
    2008. §4
.5

Registration Rights Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1, 2008.
    §4
.6

Amended and Restated Registration Rights Agreement by and
    between the Company and Symphony ViDA Holdings LLC, dated as of
    July 2, 2009. 4
.7

Form of Five-year Warrant, dated as of July 15, 2009.
    4
.8

Registration Rights Agreement, dated as of March 10, 2010,
    by and among the Company and the Buyers named therein.
    ΩΩΩΩ4
.9

Form of Series E Warrant. ααα10
.1

OXiGENE 1996 Stock Incentive Plan, as amended.+@10
.2

Technology Development Agreement, dated as of May 27, 1997,
    between the Registrant and the Arizona Board of Regents, acting
    for and on behalf of Arizona State University.***10
.3

Research Collaboration and License Agreement, dated as of
    December 15, 1999, between OXiGENE Europe AB and
    Bristol-Myers Squibb Company.++10
.4

Independent Contractor Agreement For Consulting Services, dated
    as of April 1, 2001, between Registrant and David Chaplin
    Consultants, Ltd. #@ 55




---



##### Table of Contents



ExhibitNumber

Description10
.5

Employment Agreement, dated as of April 1, 2001, between
    the Registrant and Dr. David Chaplin. #@10
.6

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin. #@10
.7

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002. #@10
.8

Amendment and Confirmation of License Agreement
    No. 206-01.LIC,
    dated as of June 10, 2002, between the Registrant and the
    Arizona Board of Regents, acting for and on behalf of Arizona
    State University. #10
.9

License Agreement
    No. 206-01.LIC
    by and between the Arizona Board of Regents, acting on behalf of
    and for Arizona State University, and OXiGENE Europe AB, dated
    August 2, 1999. &10
.10

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999. &10
.11

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002. &10
.12

Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14, 2003.
    &10
.13

Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%@10
.14

Stockholder Rights Agreement dated as of March 24, 2005,
    between the Company and American Stock Transfer a
    Trust Company . !!10
.15

OXiGENE 2005 Stock Plan. !!!@10
.16

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.17

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.18

Form of Restricted Stock Agreement under OXiGENE 2005 Stock
    Plan. $@10
.19

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.20

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ10
.21

Amendment No. 1 to the Stockholder Rights Agreement by and
    between the Company and American Stock Transfer &
    Trust Company, dated as of October 1, 2008. §10
.22

Form of Indemnification Agreement between the Company and its
    Directors.§§@10
.23

OXiGENE, Inc. Amended and Restated Director Compensation Policy,
    effective January 1, 2010. ΩΩ@10
.24

409A Amendment to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of December 30,
    2008. §§§§@10
.25

409A Amendment to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of December 30, 2008.
    §§§§@10
.26

Amendment No. 2 to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of January 20, 2009.
    §§§§@10
.27

Amendment No. 2 to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of January 20, 2009.
    §§§§@10
.28

Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited
    Liability Company, as Landlord, and the Company, as Tenant,
    dated October 10, 2008. §§§§10
.29

Office Lease Agreement, dated April 21, 2009, between the
    Registrant and King Waltham LLC. §§§§§10
.30

Separation Agreement between OXiGENE and Dr. Walicke dated
    as of June 10, 2009. $$$$@ 56




---



##### Table of Contents



ExhibitNumber

Description10
.31

Employment Agreement by and between the Company and
    Dr. Langecker, dated as of June 10, 2009. $$$$$@10
.32

Amended and Restated Purchase Option Agreement by and among the
    Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC,
    dated as of July 2, 2009. 10
.33

Termination Agreement by and among the Company, Symphony ViDA
    Holdings LLC, Symphony ViDA Investors LLC and Symphony ViDA,
    Inc., dated as of July 2, 2009. 10
.34

Form of Voting Agreement by and among OXiGENE, Inc., VaxGen,
    Inc. and certain VaxGen stockholders, dated as of
    October 14, 2009. £10
.35

Form of Voting Agreement by and among VaxGen, Inc., OXiGENE,
    Inc., and certain OXiGENE stockholders, dated as of
    October 14, 2009. £10
.36

Amendment No. 2 to Stockholder Rights Agreement by and
    between OXiGENE, Inc. and American Stock Transfer &
    Trust Company, LLC, dated as of October 14, 2009.
    £10
.37

Separation Agreement between OXiGENE, Inc. and John A. Kollins,
    dated as of October 28, 2009. ££@10
.38

Amendment No. 1 to Common Stock Purchase Agreement by and
    between OXiGENE, Inc. and Kingsbridge Capital Limited, dated as
    of February 9, 2010. £££10
.39

Amendment No. 3 to Stockholder Rights Agreement, dated as
    of March 10, 2010, by and between the Company and American
    Stock Transfer and Trust Company. ΩΩΩΩ10
.40

Securities Purchase Agreement, dated as of March 10, 2010,
    by and among the Company and the Buyers named therein.
    ΩΩΩΩ10
.41

Voting Agreement, dated as of March 10, 2010, by and
    between the Company and Symphony ViDA Holdings LLC.
    ΩΩΩΩ10
.42

Form of Amendment and Exchange Agreement, dated as of
    March 25, 2010, by and among the Company and the Investors
    named therein. α10
.43

Sales Agreement, dated July 21, 2010, between OXiGENE, Inc.
    and McNicoll, Lewis & Vlak LLC. αα10
.44

Form of Warrant Exchange Agreement, dated as of January 18,
    2011, by and between the Company and each Investor named
    therein. ααα10
.45

Form of Voting Agreement, dated as of January 18, 2011, by
    and between the Company and each of its directors, executive
    officers and Symphony ViDA Holdings LLC. ααα10
.46

Form of Amendment No. 4 to Stockholder Rights Agreement,
    dated as of January 18, 2011, by and between the Company
    and American Stock Transfer and Trust Company.
    ααα14
.1

Code of Conduct. ####23
.1

Consent of Ernst & Young LLP. X31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a). X31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a). X32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    X     *
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (file
    no. 33-64968)
    and any amendments thereto.**
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1996.***
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1997.****
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1999. 57




---



##### Table of Contents



#
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2002.##
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002.####
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2002.+
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-92747)
    and any amendments thereto.++
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 28, 1999.&
    
    Incorporated by reference to Amendment No. 3 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&
    
    Incorporated by reference to Amendment No. 4 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-3
    (file
    no. 333-106307)
    and any amendments thereto.&&&&
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2003.%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2004.!
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-126636)
    and any amendments thereto.!!
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form 8-A,
    dated March 30, 2005 and any amendments thereto.!!!
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 11, 2005.$
    
    Incorporated by reference to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2005.%%%
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 20, 2007.%%%%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2007.ˆˆˆˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 21, 2008.§
    
    Incorporated by reference to the Registrants Amendment
    No. 1 to its Current Report on
    Form 8-K/A,
    filed on October 10, 2008.§§
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on October 24, 2008.§§§§
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2008.§§§§§
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2009.$$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on June 12, 2009.$$$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on June 17, 2009.
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 7, 2009.
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 15, 2009.
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2009. 58




---



##### Table of Contents



£
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on October 16, 2009.££
    
    Incorporated by reference to the Registrants Amendment to
    its Current Report on
    Form 8-K/A,
    filed on November 2, 2009.£££
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 12, 2010.Ω
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the year ended December 31, 2009.ΩΩ
    
    Incorporated by reference to the Registrants Amendment
    No. 1 to Annual Report on
    Form 10-K/A
    for the year ended December 31, 2009.ΩΩΩ
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2010.ΩΩΩΩ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on March 11, 2010.α
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on March 26, 2010.αα
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 21, 2010.ααα
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on January 19, 2011.αααα
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 22, 2011.+++
    
    Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the Securities and Exchange Commission.@
    
    Management contract or compensatory plan or arrangement.X
    
    Filed with this report.(1)
    
    Pursuant to Item 601(b)(2) of
    Regulation S-K,
    certain schedules and/or exhibits have been omitted from the
    Agreement and Plan of Merger. OXiGENE will furnish copies of any
    such schedules or exhibits to the Securities and Exchange
    Commission upon request. 59




---



##### Table of Contents



SIGNATURES
    OXiGENE, Inc.
  By:
    /s/  Peter
    J. Langecker         Signature

Title

Date/s/  William
    N. ShieblerWilliam
    N. Shiebler

Chairman of the Board and Director

March 16, 2011/s/  Peter
    J. LangeckerPeter
    J. Langecker

Chief Executive Officer (Principal executive officer)

March 16, 2011/s/  James
    B. MurphyJames
    B. Murphy

Vice President and Chief Financial Officer (Principal financial
    and accounting officer)

March 16, 2011/s/  Roy
    H. FicklingRoy
    H. Fickling

Director

March 16, 2011/s/  Tamar
    D. HowsonTamar
    D. Howson

Director

March 16, 2011/s/  Mark
    KesselMark
    Kessel

Director

March 16, 2011/s/  William
    D. SchwietermanWilliam
    D. Schwieterman

Director

March 16, 2011/s/  Alastair
    J.J. WoodAlastair
    J.J. Wood M.D.

Director

March 16, 2011  60




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##### Table of Contents



Form 10-K
    Item 15(a)(1)
  OXiGENE,
    Inc.
  Index to
    Consolidated Financial Statements
    Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Stockholders
    (Deficit) Equity


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7  F-27  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  
          
    F-2




---



##### Table of Contents



OXiGENE,
    Inc.Consolidated Balance Sheets (All Amounts
    in thousands
    except per share amounts)
  December 31, 2010


December 31, 2009ASSETSCurrent assets:Cash and cash equivalents

$
4,602


$
13,932Restricted cash


75



140Prepaid expenses


256



644Other current assets


75



108Total current assets


5,008



14,824Furniture and fixtures, equipment and leasehold improvements


1,512



1,515Accumulated depreciation


(1,425
)


(1,332
)87



183License agreements, net of accumulated amortization of $1,114
    and $1,016 at December 31, 2010 and December 31, 2009,
    respectively


386



484Other assets


86



126Total assets

$
5,567


$
15,617LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Accounts payable

$
458


$
1,181Accrued research and development


2,125



4,753Accrued other


628



1,684Derivative liability short term






850Total current liabilities


3,211



8,468Derivative liability long term


7,611



1,350Total liabilities


10,822



9,818Commitments and contingencies (Note 11)Stockholders (deficit) equity:Preferred Stock, $.01 par value, 15,000 shares
    authorized; 0 shares issued and outstanding at
    December 31, 2010 and December 31, 2009






Common stock, $.01 par value, 300,000 shares
    authorized and 5,501 shares issued and outstanding at
    December 31, 2010; 150,000 shares authorized and
    3,137 shares issued and outstanding at December 31,
    2009


55



31Additional paid-in capital


202,390



189,698Accumulated deficit


(207,700
)


(183,930
)Total stockholders (deficit) equity


(5,255
)


5,799Total liabilities and stockholders (deficit) equity

$
5,567


$
15,617    F-3




---



##### Table of Contents



OXiGENE,
    Inc.Consolidated Statements of
    Operations (All amounts
    in thousands,
    except per share amounts)
  Years Ended December 31,2010


2009


2008License Revenue:

$



$



$
12Operating costs and expenses(1):Research and development


12,114



22,256



18,995General and administrative


5,885



8,900



6,957Restructuring (Note 6)


510







Total operating costs and expenses


18,509



31,156



25,952Loss from operations


(18,509
)


(31,156
)


(25,940
)Change in fair value of warrants and other financial instruments
    (Note 5)


(6,018
)


2,166



3,335Investment income


17



110



618Other income (expense), net


740



(63
)


66Consolidated net loss

$
(23,770
)

$
(28,943
)

$
(21,921
)Less: net loss attributed to non controlling interest
    (Note 7)

$



$
(4,215
)

$
(520
)Net loss attributed to OXiGENE, Inc.

$
(23,770
)

$
(24,728
)

$
(21,401
)Excess purchase price over carrying value of noncontrolling
    interest acquired in Symphony ViDA, Inc (Note 7)

$



$
(10,383
)

$
Net loss applicable to common stock

$
(23,770
)

$
(35,111
)

$
(21,401
)Basic and diluted net loss per share attributed to OXiGENE, Inc.
    common shares (Note 8)

$
(5.96
)

$
(13.15
)

$
(13.96
)Weighted-average number of common shares outstanding


3,988



2,671



1,533(1) Includes share based compensation expense as follows:Research and development

$
245


$
206


$
328General and administrative


707



324



671Total share based compensation expense

$
952


$
530


$
999    F-4




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##### Table of Contents



OXiGENE,
    Inc.
  Consolidated
    Statements of Stockholders (Deficit) Equity
 (All
    amounts in thousands)
  Accumulated


Total


NonOther


OXiGENE, Inc.


ControllingAdditional





Comprehensive


Stockholders


Interest in


TotalCommon Stock


Paid-In


Accumulated


Income/


(Deficit)/


Symphony


(Deficit) /Shares


$


Capital


Deficit


(Loss)


Equity


ViDA, Inc.


EquityBalance December 31, 2007


1,425


$
14


$
162,629


$
(137,801
)

$
15


$
24,857


$



$
24,857Formulation of Symphony ViDA, Inc.


























9,952



9,952Unrealized loss from
    available-for-sale
    securities


















(125
)


(125
)






(125
)Net loss














(21,401
)






(21,401
)


(520
)


(21,921
)Comprehensive loss






















(21,526
)


9,432



(12,094
)Issuance of common stock for executive incentive compensation


2







87











87







87Issuance of common stock related to CEFF, net of costs


32







740











740







740Stock-based compensation expense










999











999







999Issuance of warrants to purchase common stock to Symphony ViDA
    Holdings, LLC










(8,935
)










(8,935
)






(8,935
)Settlement of Symphony warrant upon exercise










5,622











5,622







5,622Accounting for additional CEFF investment and warrant as a
    liability










(489
)










(489
)






(489
)Issuance of common stock to Symphony as direct investment, net
    of costs


112



1



1,428











1,429







1,429Exercise of Symphony warrant issuance of shares of common stock


564



6



12,517











12,523







12,523Issuance of common stock as compensation for purchase option


180



2



3,998











4,000







4,000Balance December 31, 2008


2,315



23



178,596



(159,202
)


(110
)


19,307



9,432



28,739Unrealized gain from
    available-for-sale
    securities


















110



110







110Net loss














(24,728
)






(24,728
)


(4,215
)


(28,943
)Comprehensive loss






















(24,618
)


(4,215
)


(28,833
)Issuance of common stock for Symphony ViDA, Inc. acquisition
    (including $10.4 million of excess purchase price over
    carrying value of non controlling interest)


500



5



5,125











5,130



(5,217
)


(87
)Issuance of common stock in lieu of compensation for the Board
    of Directors


15







321











321







321Elimination of the CEFF warrant derivative liability due to the
    Symphony ViDA, Inc. acquisition










155











155







155Issuance of common stock in direct registration net of costs and
    fair value of warrants issued of $4,055


313



3



4,971











4,974







4,974Issuance of common stock under employee stock purchase plan


3







125











125







125Stock based compensation expense










407











407







407Forfeiture of restricted stock


(9
)






(2
)










(2
)






(2
)Balance December 31, 2009


3,137



31



189,698



(183,930
)






5,799







5,799Net loss














(23,770
)






(23,770
)






(23,770
)Issuance of common stock and common stock warrants in connection
    with the private placement financing, net of expenses of $877


329



3



(316
)










(313
)






(313
)Reclass of CEFF warrants to derivative liability in March 2010
    due to private placement warrants










(103
)










(103
)






(103
)Exercise of warrants issued in private placement financing


1,347



14



8,241











8,255







8,255Issuance of common stock under ATM, net of expenses of $288


664



7



3,799











3,806







3,806Issuance of common stock in lieu of compensation to Board of
    Directors


19







325











325







325Issuance of common stock under employee stock purchase plan


4







33











33







33Stock based compensation expense










687











687







687Exercise of stock options


1







26











26







26Balance December 31, 2010


5,501


$
55


$
202,390


$
(207,700
)

$



$
(5,255
)

$



$
(5,255
)    F-5




---



##### Table of Contents



OXiGENE,
    Inc
  Consolidated
    Statements of Cash Flows
 (Amounts
    in thousands)
  Years Ended December 31,2010


2009


2008Operating activities:Net loss attributed to OXiGENE, Inc.

$
(23,770
)

$
(24,728
)

$
(21,401
)Loss attributed to noncontrolling interests






(4,215
)


(520
)Adjustments to reconcile net loss to net cash used in operating
    activities:Change in fair value of warrants and other financial instruments


6,018



(2,166
)


(3,335
)Depreciation


96



123



133Amortization of license agreement


98



97



98Rent loss accrual






(60
)


(163
)Stock-based compensation


952



778



1,086Changes in operating assets and liabilities:Restricted cash


65



(140
)


Prepaid expenses and other current assets


457



(210
)


(78
)Accounts payable, accrued expenses and other payables


(4,343
)


1,852



782Net cash used in operating activities


(20,427
)


(28,669
)


(23,398
)Investing activities:Proceeds from sale of
    available-for-sale
    securities






753



23,456Purchase of
    available-for-sale
    securities










(4,314
)Proceeds from sale of marketable securities held by Symphony
    ViDA, Inc






2,286



(14,663
)Purchase of furniture, fixtures and equipment






(109
)


(113
)Proceeds from sale of fixed assets






4



Change in other assets


3







137Net cash provided by investing activities


3



2,934



4,503Financing activities:Proceeds from issuance of common stock, net of acquisition costs


11,044



9,029



14,691Proceeds from Symphony ViDA acquisition, net of acquisition costs






12,289



Proceeds from purchase of noncontrolling interest by
    shareholders in Symphony ViDA, Inc., net of fees










13,952Proceeds from exercise of employee stock plans


50



74



Net cash provided by financing activities


11,094



21,392



28,643(Decrease) increase in cash and cash equivalents


(9,330
)


(4,343
)


9,748Cash and cash equivalents at beginning of period


13,932



18,275



8,527Cash and cash equivalents at end of period

$
4,602


$
13,932


$
18,275Non- cash Disclosures:Fair market value of private placement warrants at issuance

$
11,868


$
4,055


$
6,111Fair market value of warrants at exercise

$
7,645


$



$
Fair market value reclassification of CEFF warrants to
    liabilities in connection with private placement

$
103


$
155


$
Stock issued as consideration for Symphony ViDA, Inc. purchase
    options

$



$



$
4,000    F-6




---



##### Table of Contents



OXiGENE,
    INC.
  Notes
    to Consolidated Financial Statements
 December 31,
    2010
  1.
    Description
    of Business and Significant Accounting Policies  Description
    of Business
      In February 2011, the Companys board of directors voted
    unanimously to implement a 1:20 reverse stock split of the
    Companys common stock, following authorization of the
    reverse split by a shareholder vote on December 21, 2010.
    The reverse split became effective on February 22, 2011.
    All of the share and per share amounts, except for the per share
    fair value amounts, discussed and shown in the consolidated
    financial statements and notes have been adjusted to reflect the
    effect of this reverse split. In the first quarter of
    OXiGENEs fiscal 2011, the Company will revalue all of its
    derivative liability and equity instruments that use the Black
    Scholes method of valuation effective as of the date of the
    reverse split. The change in value of such instruments will be
    recorded as a gain or loss in the Companys statement of
    operations in the first quarter. These gains or losses could be
    substantial.
       F-7




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        and/or and/or
  over-the-counter
 F-8




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Form 10-K
    Significant
    Accounting Policies
  Use of
    Estimates
    Concentration
    of Credit Risk
    Cash,
    Restricted Cash and Cash Equivalents
    Available-for-Sale
    Securities
  available-for-sale Available-for-sale available-for-sale other-than-temporary available-for-sale available-for-sale
   F-9




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  available-for-sale
  Fair
    Value
    Level 1 inputs
    Quoted prices in active markets;Level 2 inputs
    Generally include inputs with other observable qualities, such
    as quoted prices in active markets for similar assets or quoted
    prices for identical assets in inactive markets; andLevel 3 inputs
    Valuations based on unobservable inputs.  Accounting for Derivative Financial
    Instruments Indexed to and Potentially Settled in the
    Companys Common stock
  Furniture
    and Fixtures, Equipment and Leasehold Improvements
    License
    Agreements
    Accrued
    Research and Development
   F-10




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Accounting
    for Derivative Financial Instruments Indexed to and Potentially
    Settled in the Companys Common stock
    Revenue
    Recognition
    Stock-based
    Compensation
    Consolidation
    of Variable Interest Entity (VIE)
     F-11




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Accounting
    and Reporting of Noncontrolling Interests
    Patents
    and Patent Applications
    Income
    Taxes
  Income Taxes
  Subsequent
    Events
   F-12




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2.
    Furniture
    and Fixtures, Equipment and Leasehold Improvements    December 31, 2010


December 31, 2009(In thousands)Leasehold improvements

$
449


$
449Equipment


647



650Furniture and fixtures


416



416Total gross assets


1,512



1,515Less accumulated depreciation


(1,425
)


(1,332
)Total property and equipment

$
87


$
183   3.
    License
    agreements      4.
    Accrued
    other    December 31, 2010


December 31, 2009(In thousands)Accounting and Legal

$
206


$
436Payroll


251



612Other


171



636Total Accrued other

$
628


$
1,684   5.
    Stockholders
    (Deficit) Equity  Common and Preferred
    Shares     F-13




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Warrants,
    Options, Non-Vested Stock, 2009 ESPP and Director Compensation
    Policy
  Warrants
    Derivative liability outstanding at December 31, 2009

$
2,200Private placement warrants  fair value at issuance


11,868CEFF warrants  amounts reclassified to derivative
    liability based upon the fair value at the issuance date of the
    Private placement warrants


103Net increase in fair value of all warrants


1,085Amount reclassified to equity based upon the fair value at the
    date of exercise of warrants


(7,645
)Derivative liability outstanding at December 31, 2010

$
7,611     Warrants Issued in

As of December 31, 2010


As of December 31, 2009Connection with:

Current


Long-term


Current


Long-termCommitted Equity Financing Facility





$
6






$
Direct Registration Series I Warrants






107







1,350Direct Registration Series II Warrants










850PIPE Series A Warrants






4,143







PIPE Series C Warrants






3,355







Total derivative liability

$



$
7,611


$
850


$
1,350  F-14




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009


2008Symphony Additional Investment Shares

$



$
416


$
3,312Committed Equity Financing Facility Warrants


96



(105
)


23Direct Registration Warrants


2,093



1,855



Excess of value of the Private Placement Warrants at issuance
    over the net proceeds of the offering


(4,933
)






Private Placement Warrants


(3,274
)






Total (loss) gain on change in fair market value of derivatives

$
(6,018
)

$
2,166


$
3,335     WeightedWarrants Issued in



Average


Number of Warrants Outstanding as of:Connection with:

Date of Issue

Exercise Price


December 31, 2010


December 31, 2009(In thousands)Committed Equity Financing Facility

February 19, 2008

$
54.80



13



13Direct Registration Series I Warrants

July 20, 2009

$
42.00



141



141Direct Registration Series II Warrants

July 20, 2009

$
32.00







141Private Placement Series A Warrants

March 11, 2010

$
5.60



1,536



Private Placement Series C Warrants

March 11, 2010

$
5.60



1,229



Total Warrants outstanding








2,919



295   Private
    Issuance of Public Equity PIPE
    Warrants
      5-year
     F-15




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          OriginalNumber of


Adjusted


AdjustedWarrants


Number of


ExerciseWarrant Series:

Issued


Warrants


PriceSeries A Warrants


329



1,786


$
5.60Series B Warrants


329



1,339


$
5.60Series C Warrants


329



1,339


$
5.60Series D Warrants


338



1,028


$
0.02Total


1,325



5,492   Distinguishing Liabilities
    from Equity Derivatives and
    Hedging
 F-16




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  paid-in-capital
    Summary of the Valuation of Warrants Exercised as ofDecember 31, 2010Series A


Series B


Series C


Series D


TotalWarrants exercised


250



1,229







1,028



2,507Fair market value at exercise date

$
811


$
1,257


$



$
5,577


$
7,645Number of shares Issued for Warrants Exercised


70



253







1,024



1,347       Warrant Valuation as of


Total FairDecember 31, 2010


MarketSeries A


Series B


Series C


Series D


ValueStock Price

$
4.60






$
4.60Exercise Price

$
5.60






$
5.60Contractual life (in Years)


4.2 years







4.5 yearsExpected volatility


81
%






80
%Risk-free interest rate


2.01
%






2.01
%Fair market value (in thousands)

$
4,143


$



$
3,355


$



$
7,498   Warrant Valuation on Date of Issuance


Total FairMarch 11, 2010


MarketSeries A


Series B


Series C


Series D


ValueStock Price

$
24.80


$
24.80


$
24.80


$
24.80Exercise Price

$
30.40


$
22.80


$
22.80


$
0.02Contractual life (in Years)


5.0 years



0.6 years



5.3 years



0.3 yearsExpected volatility


67
%


60
%


67
%


62
%Risk-free interest rate


2.43
%


0.22
%


2.43
%


0.22
%Fair market value (in thousands)

$
4,331


$
1,774


$
4,930


$
833


$
11,868    F-17




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Committed
    Equity Financing Facility (CEFF) with Kingsbridge
    Capital Limited
        WarrantValuation onDate ofWarrant Valuation


Designation as aas of


LiabilityDecember 31, 2010


March 11, 2010Stock Price

$
4.60


$
24.80Exercise Price

$
54.80


$
54.80Contractual life (in Years)


2.6 years



3.4 yearsExpected volatility


96
%


75
%Risk-free interest rate


1.02
%


1.50
%Fair market value (in thousands)

$
6


$
103   Direct
    Registration Warrants
   F-18




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  tm
  Form S-3 No. 333-155371).
    Warrant Valuation as of


Total FairDecember 31, 2010


MarketSeries I


Series II


ValueStock Price

$
4.60Exercise Price

$
42.00Contractual life (in Years)


3.6 yearsExpected volatility


86
%Risk-free interest rate


1.02
%Fair market value (in thousands)

$
107


$



$
107   Warrant Valuation as of


Total FairDecember 31, 2009


MarketSeries I


Series II


ValueStock Price

$
22.80


$
22.80Exercise Price

$
42.00


$
32.00Contractual life (in Years)


4.6 years



0.9 yearsExpected volatility


69
%


100
%Risk-free interest rate


2.60
%


0.40
%Fair market value (in thousands)

$
1,350


$
850


$
2,200   Options
   F-19




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      WeightedWeighted


AverageAverage


Remaining


AggregateShares


Exercise Price


Contractual Life


Intrinsic Value(In thousands)





(Years)


(In thousands)Options outstanding at December 31, 2009


95


$
72.00



6.85Granted


257


$
16.20Exercised


(1
)

$
15.07






$
11Forfeited and expired


(25
)

$
67.80Options outstanding at December 31, 2010


326


$
28.39



8.63Option exercisable at December 31, 2010


93


$
52.40



7.05Options vested or expected to vest at December 31, 2010


233


$
32.48



8.37       2010

2009

2008Options Granted (In thousands)


257



73



18Weighted average fair value

$
0.45


$
0.59


$
0.89     Weighted Average Assumptions

2010

2009

2008Risk-free interest rate


1.83
%


1.99
%


2.13
%Expected life


4 years



5 years



5 yearsExpected volatility


70
%


58
%


55
%Dividend yield


0.00
%


0.00
%


0.00
%     
    the stock option exercise price,
    the expected term of the option,
    the grant date price of OXiGENEs common stock, which is
    issuable upon exercise of the option, F-20




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    the expected volatility of OXiGENEs common stock,
    the expected dividends on OXiGENEs common stock (the
    Company does not anticipate paying dividends in the foreseeable
    future), and
    the risk free interest rate for the expected option term.              Non-Vested
    Restricted Stock
      Employee
    Stock Purchase Plan (2009 ESPP)
   F-21




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Director
    Compensation Policy
    6.
    Restructuring    7.
    Symphony
    Transaction         F-22




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          8.
    Net Loss
    Per Share    Symphony Transaction
  Comprehensive
    (Loss)
  available-for-sale
 F-23




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended December 31,2009


2008(In thousands)Consolidated net loss as reported

$
(28,943
)

$
(21,921
)Unrealized gains


110



(125
)Total comprehensive income (loss)


(28,833
)


(22,046
)Less comprehensive loss attributable to noncontrolling interest


(4,215
)


(520
)Comprehensive loss attributable to OXiGENE, Inc.

$
(24,618
)

$
(21,526
)   9.
    Agreements        10.
    Income
    Taxes    2010


2009Deferred Tax Assets:Net operating loss carry-forwards

$
74,444


$
67,923Stock-based awards


324



1,205Research & development credits


2,444



2,183Capital loss carryforward


1,575



1,592Other


201



445Total Deferred tax assets


78,988



73,348Valuation allowance


(78,988
)


(73,348
)Net deferred tax asset

$



$
    F-24




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
              Years Ended December 31,2010


2009Income tax benefit at federal statutory rate


34.0
%


34.0
%Increase (decrease) in tax resulting from:State income taxes


3.6



6.4State rate change


(1.6
)


Federal research credits


1.2



1.0Warrants


(8.6
)


3.0Federal Net Operating Loss adjustment


6.7



(38.2
)State Net Operating Loss expired and adjusted


(6.9
)


21.7Stock Compensation Adjustment


(4.1
)


Capital Loss






6.4Permanent items


(0.6
)


(0.1
)Change In Valuation Allowance


(23.7
)


(34.2
)Provision for income taxes



%



%    F-25




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      11.
    Commitments
    and Contingencies  Leases
        2010


2009


2008California

$
512


$
442


$
311Massachusetts


76



170



480Oxford, UK


18



50



46Total rent

$
606


$
662


$
837     2011

2012

2013

2014

Thereafter

Total$
494


$
525


$
134


$



$



$
1,153   12.
    Retirement
    Savings Plan    13.
    Subsequent
    Events  Warrant
    Exchange Agreements
   F-26




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Reverse
    Stock Split
    Activity
    Under the
    At-the-Market
    Arrangement
  At-the-Market
  The
    Listing of OXiGENEs common stock
     F-27




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description2
.1

Agreement and Plan of Merger by and among OXiGENE, Inc., OXiGENE
    Merger Sub, Inc., VaxGen, Inc. and James P. Panek, as
    representative of VaxGen stockholders, dated as of
    October 14, 2009. £(1)3
.1

Restated Certificate of Incorporation of the Registrant.*3
.2

Amended and Restated By-Laws of the Registrant.%%%3
.3

Certificates of Amendment of Certificate of Incorporation, dated
    June 21, 1995 and November 15, 1996.**3
.4

Certificate of Amendment of Restated Certificate of
    Incorporation, dated July 14, 2005. !3
.5

Certificate of Amendment of Restated Certificate of
    Incorporation, dated June 2, 2009.3
.6

Certificate of Amendment of Restated Certificate of
    Incorporation, dated February 8, 2010. Ω3
.7

Certificate of Amendment of Restated Certificate of
    Incorporation, dated August 5, 2010. ΩΩΩ3
.8

Certificate of Amendment of Restated Certificate of
    Incorporation, dated February 22, 2011.
    αααα4
.1

Specimen Common Stock Certificate.*4
.2

Warrant for the purchase of shares of common stock, dated
    February 19, 2008, issued by the Registrant to Kingsbridge
    Capital Limited.ˆˆˆˆ4
.3

Registration Rights Agreement, dated February 19, 2008, by
    and between the Registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ4
.4

Form of Direct Investment Warrant, dated as of October 17,
    2008. §4
.5

Registration Rights Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1, 2008.
    §4
.6

Amended and Restated Registration Rights Agreement by and
    between the Company and Symphony ViDA Holdings LLC, dated as of
    July 2, 2009. 4
.7

Form of Five-year Warrant, dated as of July 15, 2009.
    4
.8

Registration Rights Agreement, dated as of March 10, 2010,
    by and among the Company and the Buyers named therein.
    ΩΩΩΩ4
.9

Form of Series E Warrant. ααα10
.1

OXiGENE 1996 Stock Incentive Plan, as amended.+@10
.2

Technology Development Agreement, dated as of May 27, 1997,
    between the Registrant and the Arizona Board of Regents, acting
    for and on behalf of Arizona State University.***10
.3

Research Collaboration and License Agreement, dated as of
    December 15, 1999, between OXiGENE Europe AB and
    Bristol-Myers Squibb Company.++10
.4

Independent Contractor Agreement For Consulting Services, dated
    as of April 1, 2001, between Registrant and David Chaplin
    Consultants, Ltd. #@10
.5

Employment Agreement, dated as of April 1, 2001, between
    the Registrant and Dr. David Chaplin. #@10
.6

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin. #@10
.7

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002. #@10
.8

Amendment and Confirmation of License Agreement
    No. 206-01.LIC,
    dated as of June 10, 2002, between the Registrant and the
    Arizona Board of Regents, acting for and on behalf of Arizona
    State University. #10
.9

License Agreement
    No. 206-01.LIC
    by and between the Arizona Board of Regents, acting on behalf of
    and for Arizona State University, and OXiGENE Europe AB, dated
    August 2, 1999. &10
.10

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999. &10
.11

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002. &




---



##### Table of Contents



ExhibitNumber

Description10
.12

Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14, 2003.
    &10
.13

Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%@10
.14

Stockholder Rights Agreement dated as of March 24, 2005,
    between the Company and American Stock Transfer a
    Trust Company . !!10
.15

OXiGENE 2005 Stock Plan. !!!@10
.16

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.17

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.18

Form of Restricted Stock Agreement under OXiGENE 2005 Stock
    Plan. $@10
.19

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.20

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ10
.21

Amendment No. 1 to the Stockholder Rights Agreement by and
    between the Company and American Stock Transfer &
    Trust Company, dated as of October 1, 2008. §10
.22

Form of Indemnification Agreement between the Company and its
    Directors.§§@10
.23

OXiGENE, Inc. Amended and Restated Director Compensation Policy,
    effective January 1, 2010. ΩΩ@10
.24

409A Amendment to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of December 30,
    2008. §§§§@10
.25

409A Amendment to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of December 30, 2008.
    §§§§@10
.26

Amendment No. 2 to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of January 20, 2009.
    §§§§@10
.27

Amendment No. 2 to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of January 20, 2009.
    §§§§@10
.28

Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited
    Liability Company, as Landlord, and the Company, as Tenant,
    dated October 10, 2008. §§§§10
.29

Office Lease Agreement, dated April 21, 2009, between the
    Registrant and King Waltham LLC. §§§§§10
.30

Separation Agreement between OXiGENE and Dr. Walicke dated
    as of June 10, 2009. $$$$@10
.31

Employment Agreement by and between the Company and
    Dr. Langecker, dated as of June 10, 2009. $$$$$@10
.32

Amended and Restated Purchase Option Agreement by and among the
    Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC,
    dated as of July 2, 2009. 10
.33

Termination Agreement by and among the Company, Symphony ViDA
    Holdings LLC, Symphony ViDA Investors LLC and Symphony ViDA,
    Inc., dated as of July 2, 2009. 10
.34

Form of Voting Agreement by and among OXiGENE, Inc., VaxGen,
    Inc. and certain VaxGen stockholders, dated as of
    October 14, 2009. £10
.35

Form of Voting Agreement by and among VaxGen, Inc., OXiGENE,
    Inc., and certain OXiGENE stockholders, dated as of
    October 14, 2009. £10
.36

Amendment No. 2 to Stockholder Rights Agreement by and
    between OXiGENE, Inc. and American Stock Transfer &
    Trust Company, LLC, dated as of October 14, 2009.
    £10
.37

Separation Agreement between OXiGENE, Inc. and John A. Kollins,
    dated as of October 28, 2009. ££@10
.38

Amendment No. 1 to Common Stock Purchase Agreement by and
    between OXiGENE, Inc. and Kingsbridge Capital Limited, dated as
    of February 9, 2010. £££10
.39

Amendment No. 3 to Stockholder Rights Agreement, dated as
    of March 10, 2010, by and between the Company and American
    Stock Transfer and Trust Company. ΩΩΩΩ




---



##### Table of Contents



ExhibitNumber

Description10
.40

Securities Purchase Agreement, dated as of March 10, 2010,
    by and among the Company and the Buyers named therein.
    ΩΩΩΩ10
.41

Voting Agreement, dated as of March 10, 2010, by and
    between the Company and Symphony ViDA Holdings LLC.
    ΩΩΩΩ10
.42

Form of Amendment and Exchange Agreement, dated as of
    March 25, 2010, by and among the Company and the Investors
    named therein. α10
.43

Sales Agreement, dated July 21, 2010, between OXiGENE, Inc.
    and McNicoll, Lewis & Vlak LLC. αα10
.44

Form of Warrant Exchange Agreement, dated as of January 18,
    2011, by and between the Company and each Investor named
    therein. ααα10
.45

Form of Voting Agreement, dated as of January 18, 2011, by
    and between the Company and each of its directors, executive
    officers and Symphony ViDA Holdings LLC. ααα10
.46

Form of Amendment No. 4 to Stockholder Rights Agreement,
    dated as of January 18, 2011, by and between the Company
    and American Stock Transfer and Trust Company.
    ααα14
.1

Code of Conduct. ####23
.1

Consent of Ernst & Young LLP. X31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a). X31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a). X32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    X     *
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (file
    no. 33-64968)
    and any amendments thereto.**
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1996.***
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1997.****
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1999.#
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2002.##
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002.####
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2002.+
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-92747)
    and any amendments thereto.++
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 28, 1999.&
    
    Incorporated by reference to Amendment No. 3 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&
    
    Incorporated by reference to Amendment No. 4 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-3
    (file
    no. 333-106307)
    and any amendments thereto.&&&&
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2003.




---



##### Table of Contents



%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2004.!
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-126636)
    and any amendments thereto.!!
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form 8-A,
    dated March 30, 2005 and any amendments thereto.!!!
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 11, 2005.$
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2005.%%%
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 20, 2007.%%%%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2007.ˆˆˆˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 21, 2008.§
    
    Incorporated by reference to the Registrants Amendment
    No. 1 to its Current Report on
    Form 8-K/A,
    filed on October 10, 2008.§§
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on October 24, 2008.§§§§
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2008.§§§§§
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2009.$$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on June 12, 2009.$$$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on June 17, 2009.
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 7, 2009.
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 15, 2009.
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2009.£
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on October 16, 2009.££
    
    Incorporated by reference to the Registrants Amendment to
    its Current Report on
    Form 8-K/A,
    filed on November 2, 2009.£££
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 12, 2010.Ω
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the year ended December 31, 2009.ΩΩ
    
    Incorporated by reference to the Registrants Amendment
    No. 1 to Annual Report on
    Form 10-K/A
    for the year ended December 31, 2009.ΩΩΩ
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2010.ΩΩΩΩ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on March 11, 2010.α
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on March 26, 2010.αα
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 21, 2010.ααα
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on January 19, 2011.αααα
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 22, 2011.




---



##### Table of Contents



+++
    
    Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the Securities and Exchange Commission.@
    
    Management contract or compensatory plan or arrangement.X
    
    Filed with this report.(1)
    
    Pursuant to Item 601(b)(2) of
    Regulation S-K,
    certain schedules and/or exhibits have been omitted from the
    Agreement and Plan of Merger. OXiGENE will furnish copies of any
    such schedules or exhibits to the Securities and Exchange
    Commission upon request.