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SCHEDULE A
 OXiGENE, INC.
 NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT
 
 1.
    
    Name and Address of Employee:2.
    
    Date of Grant:3.
    
    Type of Grant:
    
    Incentive Stock Option4.
    
    Maximum Number of Shares forwhich this Option is exercisable:5.
    
    Exercise (purchase) price per share:
  [Insert Vesting Schedule]
 Schedule A
 OXiGENE, INC.By:Name:Title:Employee




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INCENTIVE STOCK OPTION AGREEMENT
 OXiGENE, INC.
 Schedule A Schedule A
 Schedule A
    GRANT OF OPTION
 Schedule A
 PURCHASE PRICE
 Schedule A
 EXERCISABILITY OF OPTION
 Schedule A
 2




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TERM OF OPTION
 Schedule A Schedule A
     (a)
    
    to the extent that the Option has become exercisable but has not been exercised
as of the date of Disability; and(b)
    
    in the event rights to exercise the Option accrue periodically, to the extent
of a pro rata portion through the date of Disability of any additional vesting rights
that would have accrued on the next vesting date had the Employee not become Disabled.
The proration shall be based upon the number of days accrued in the current vesting
period prior to the date of Disability.
 3




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(x)
    
    to the extent that the Option has become exercisable but has not been exercised
as of the date of death; and(y)
    
    in the event rights to exercise the Option accrue periodically, to the extent
of a pro rata portion through the date of death of any additional vesting rights that
would have accrued on the next vesting date had the Employee not died. The proration
shall be based upon the number of days accrued in the current vesting period prior to
the Employees date of death.
 METHOD OF EXERCISING OPTION
 Exhibit A
 PARTIAL EXERCISE
  4




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NON-ASSIGNABILITY
  NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE
  ADJUSTMENTS
  TAXES
   5




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PURCHASE FOR INVESTMENT
  (a)
    
    The person(s) who exercise the Option shall warrant to the Company, at the time
of such exercise, that such person(s) are acquiring such Shares for their own
respective accounts, for investment, and not with a view to, or for sale in connection
with, the distribution of any such Shares, in which event the person(s) acquiring such
Shares shall be bound by the provisions of the following legend which shall be endorsed
upon the certificate(s) evidencing the Shares issued pursuant to such exercise:
  (b)
    
    If the Company so requires, the Company shall have received an opinion of its
counsel that the Shares may be issued upon such particular exercise in compliance with
the 1933 Act without registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until completion of any action
or obtaining of any consent, which the Company deems necessary under any applicable law
(including without limitation state securities or blue sky laws).
 RESTRICTIONS ON TRANSFER OF SHARES
   6




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NO OBLIGATION TO EMPLOY
  OPTION IS INTENDED TO BE AN ISO
  NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION
  7




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NOTICES
       GOVERNING LAW
  BENEFIT OF AGREEMENT
  ENTIRE AGREEMENT
 Schedule A
 8




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MODIFICATIONS AND AMENDMENTS
  WAIVERS AND CONSENTS
  DATA PRIVACY
   9




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OXiGENE, INC.By:Name:
Title:EMPLOYEESignaturePrint Name
 10




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Exhibit A
        o
 o
  
 A-1




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Very truly yours,Employee (signature)Print NameDateSocial Security Number