##### Table of Contents





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, 2008o

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

13-3679168(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)230 Third Avenue

02451Waltham, MA

(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
    (781) 547-5900
  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

The NASDAQ Stock Market, LLCCommon Stock Purchase Rights   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of class)
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K, Form 10-K. þ
  12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### Table of Contents





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




---



##### 



TABLE OF
    CONTENTS
   
 PART I


2ITEM 1.


BUSINESS


2INTRODUCTION


2RESEARCH AND DEVELOPMENT AND COLLABORATIVE
    ARRANGEMENTS


13REGULATORY MATTERS


14PATENTS AND TRADE SECRETS


22COMPETITION


22EMPLOYEES


22SCIENTIFIC AND ADVISORY BOARD AND CLINICAL TRIAL
    ADVISORY BOARD


23ITEM 1A.


RISK FACTORS


23ITEM 1B.


UNRESOLVED STAFF COMMENTS


31ITEM 2.


PROPERTIES


31ITEM 3.


LEGAL PROCEEDINGS


31ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


31PART II


32ITEM 5.


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


32ITEM 6.


SELECTED FINANCIAL DATA


33ITEM 7.


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


34OVERVIEW


34RESULTS OF OPERATIONS


43LIQUIDITY AND CAPITAL RESOURCES


47ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


51ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


51ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


51ITEM 9A.


CONTROLS AND PROCEDURES


51ITEM 9B.


OTHER INFORMATION


52PART III


52ITEM 10.


DIRECTORS , EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


52ITEM 11.


EXECUTIVE COMPENSATION


52ITEM 12.


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


52ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE


53ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


53PART IV


53ITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


53EX-10.51 409A AMENDMENT TO EMPLOYMENT AGREEMENT MR. CHAPLINEX-10.52 409A AMENDMENT TO EMPLOYMENT AGREEMENT MR. KOLLINSEX-10.53 409A AMENDMENT TO EMPLOYMENT AGREEMENT MR. MURPHYEX-10.54 409A AMENDMENT TO EMPLOYMENT AGREEMENT DR. WALICKEEX-10.55 AMENDMENT NO 2 TO EMPLOYMENT AGREEMENT DR. CHAPLINEX-10.56 AMENDMENT NO 2 TO EMPLOYMENT AGREEMENT MR. MURPHYEX-10.57 RESEARCH AND DEVELOPMENT AGREEMENT VIDA HOLDINGSEX-10.58 AMENDED AND RESTATED RESEARCH AND DEVELOPMENT AGREEMENT VIDA HOLDINGSEX-10.59 LEASEEX-23 CONSENT OF ERNST & YOUNG LLPEX-31.1 SECTION 302 CERT OF CEOEX-31.2 SECTION 302 CERT OF CFOEX-32 SECTION 906 CERT OF CEO AND CFO   1




---



##### Table of Contents



PART I  ITEM 1.
    BUSINESS INTRODUCTION  vascular disrupting agents (VDAs)
  tm and/or
        difficult-to-treat
  and/or
   2




---



##### Table of Contents



BLOOD,
         3




---



##### Table of Contents



and/or
  Symphony
    Transaction
    
    Purchase Option Agreement;
    Research and Development Agreement;
    Amended and Restated Research and Development Agreement;
    Technology License Agreement;
    Novated and Restated Technology License Agreement;
    Confidentiality Agreement; and
    Additional Funding Agreement.    
    Stock and Warrant Purchase Agreement;
    Warrant to purchase up to 11,281,877 shares of OXiGENE
    common stock at $1.11 per share, which was issued on
    October 17, 2008 and subsequently exercised in full on
    December 30, 2008 following shareholder approval of the
    Symphony Transaction; and
    Registration Rights Agreement.       4




---



##### Table of Contents



Our
    Development Programs and Product Candidates
    ZYBRESTAT
    for Oncology
  Indication

Study Design

Regimen

Sponsor

StatusAnaplastic Thyroid
    Cancer

FACT Trial - Phase
    II/III Randomized,
    Controlled Pivotal 
    Registration Study

carboplatin +
    paclitaxel ±
    ZYBRESTAT

OXiGENE

Enrolling1st-line Non-small
    Cell Lung Cancer

FALCON Trial -
    Phase II
    Randomized,
    Controlled Study

carboplatin +
    paclitaxel +
    bevacizumab ±
    ZYBRESTAT

OXiGENE

EnrollingPlatinum-resistant
    Ovarian Cancer

Phase II Simon Two-
    Stage Design Study

ZYBRESTAT +
    carboplatin +
    paclitaxel

Cancer Research UK

Enrollment
    completed  5




---



##### Table of Contents



ZYBRESTAT
    for Ophthalmology
  Indication

Study Design

Regimen

Sponsor

StatusProof-of-mechanism
    Study in Choroidal
    Neovascularization
    Indication

Phase II
    Randomized,
    Double-Masked,
    Placebo-controlled,
    Single-dose Study

ZYBRESTAT
    (intravenous-route)

OXiGENE/ ViDA

To be initiated in
    first-half 2009   OXi4503
    for Oncology
  Indication

Study Design

Regimen

Sponsor

StatusRefractory Tumors

Phase I Dose-Escalation Study

OXi4503

Cancer Research UK

EnrollingHepatic Tumors

Phase Ib Dose-Ranging Study

OXi4503

OXiGENE/ ViDA

To be initiated in Q1 2009   ZYBRESTAT
    ONCOLOGY  FACT Trial: Pivotal Registration Study in
    Anaplastic Thyroid Cancer
         6




---



##### Table of Contents



Thyroid
  and/or
    Phase II
    Trials in Non- Small Cell Lung Cancer and Platinum-Resistant
    Ovarian Cancer
    FALCON Trial: NSCLC  Phase II, randomized,
    controlled trial evaluating a regimen of ZYBRESTAT +
    anti-angiogenic therapy + chemotherapy versus anti-angiogenic
    therapy + chemotherapy in patients with NSCLC
     7




---



##### Table of Contents



mechanism-of-action new existing
      Platinum-resistant
    ovarian cancer  Phase II Simon two-stage design
    trial evaluating ZYBRESTAT in combination with chemotherapy in
    patients with platinum-resistant ovarian cancer.
  and/or
   8




---



##### Table of Contents



10-20%, quality-of-life.
  ZYBRESTAT
    Oncology Business Strategy
    difficult-to-treat
  ZYBRESTAT
    for Ophthalmology
  sub-optimally and/or
  and/or
 9




---



##### Table of Contents



proof-of-concept
    and/or and/or
  OXi4503,
    a second-generation dual-mechanism VDA
     10




---



##### Table of Contents



Company
    Background
  781-547-5900; 781-547-6800). Form 10-K, Form 10-Q, Form 8-K,
  VASCULAR
    DISRUPTING AGENTS:
    2ND-GENERATION

    ANTI-VASCULAR THERAPEUTICS THAT ADDRESS A LARGE POTENTIAL MARKET
    OPPORTUNITY
        Science
     11




---



##### Table of Contents



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 the tubulin cytoskeleton
    vascular endothelial cells, causing vascular endothelial cells
    lining fragile and immature tumor vasculature to change shape,
    occlude and collapse tumor vesselsSelectively disrupts the endothelial cell junctional protein,
    VE-cadherin, in tumor vessels and other abnormal vesselsZYBRESTAT half-life is approximately 4 hoursSelective for abnormal vasculature characteristic of tumors and
    ocular 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 agent (e.g.,
    transient and manageable hypertension)
    Mostly non-overlapping with anti-angiogenics 
    Compare favorably with anti-angiogenics    12




---



##### Table of Contents



In vitro
  Journal of Clinical Investigation
    mechanism-of-action. 10-20%
 RESEARCH
    AND DEVELOPMENT AND COLLABORATIVE ARRANGEMENTS  day-to-day
 13




---



##### Table of Contents




    Baylor University, Waco, Texas;
    University of Florida, Gainesville, Florida,
    Beth Israel Deaconess Medical Center, Boston, Massachusetts,
    University of Oxford, Oxford United Kingdom,
    University College London, London, United Kingdom,    and/or
   REGULATORY
    MATTERS  Government
    Regulation and Product Approval
       14




---



##### Table of Contents




    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; and
    FDA review and approval of the NDA.    30-day
        
    Phase I:  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 15




---



##### Table of Contents



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.  
    Phase II:  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 III:  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
     16




---



##### Table of Contents



Patent
    Term Restoration and Marketing Exclusivity
   17




---



##### Table of Contents



Country / Territory

NCE Marketing Exclusivity PeriodEuropean Union

10 years, with an additional year exclusivity available in
    event a new indication is obtained during the initial
    exclusivity periodNew Zealand

5 yearsJapan

6-10 yearsChina

6 years     Orphan
    Drug Designation
   18




---



##### Table of Contents



Expedited
    Review and Approval
  and/or
  Post-Approval
    Requirements
     19




---



##### Table of Contents



direct-to-consumer direct-to-consumer
  Foreign
    Regulation
       20




---



##### Table of Contents



Reimbursement
           21




---



##### Table of Contents



PATENTS
    AND TRADE SECRETS    A-4
 COMPETITION       EMPLOYEES   22




---



##### Table of Contents



SCIENTIFIC
    ADVISORY BOARD AND CLINICAL TRIAL ADVISORY BOARD      HILARY CALVERT,
  JEFFREY S. HEIER, M.D. Co-Director
  STANLEY KAYE, M.D., BSc,
  HAKAN MELLSTEDT, M.D., Ph.D. (Chairman)
  LEE S. ROSEN, M.D.
  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)
    ITEM 1A.
    RISK
    FACTORS   23




---



##### Table of Contents



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.
  and/or
     24




---



##### Table of Contents



We
    have a history of losses and we anticipate that we will continue
    to incur losses in the future.
    We have licensed the intellectual property rights to
    OXi4503 and ZYBRESTAT for ophthalmology to ViDA pursuant to our
    collaboration with Symphony. The collaboration may not yield
    sufficient clinical data to allow us to determine whether we
    should exercise our option to repurchase these programs prior to
    the expiration of the development period, and even if we decide
    to exercise that option, we may not have the financial resources
    to exercise our option in a timely manner.
      The
    price of our common stock is volatile, and is likely to continue
    to fluctuate due to reasons beyond our control.
   25




---



##### Table of Contents



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 we
    in-license.
    Our
    product candidates have not completed clinical trials, and may
    never demonstrate sufficient safety and efficacy in order to do
    so.
    We
    depend heavily on our executive officers, directors, and
    principal consultants and the loss of their services would
    materially harm our business.
   26




---



##### Table of Contents



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.
      We
    depend extensively on our patents and proprietary technology,
    and we must protect those assets in order to preserve our
    business.
  and/or
 27




---



##### Table of Contents



and/or and/or and/or and/or
    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.
   28




---



##### Table of Contents



Our
    products may result in product liability exposure, and it is
    uncertain whether our insurance coverage will be sufficient to
    cover any claims.
    Our
    products are subject to extensive government regulation, which
    results in uncertainties and delays in the progress of our
    products through the clinical trial process.
    We
    have no manufacturing capacity, and we have relied and expect to
    continue to rely on third-party manufacturers to produce our
    product candidates.
    
    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 29




---



##### Table of Contents




    The possible termination or non-renewal of the agreement by the
    third party, based on its 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
    defer 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
   30




---



##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS           31




---



##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Fiscal Year 2008


Fiscal Year 2007High


Low


High


LowFirst Quarter

$
2.55


$
1.71


$
4.99


$
3.68Second Quarter

$
1.98


$
1.14


$
5.12


$
3.77Third Quarter

$
1.58


$
1.05


$
4.25


$
3.04Fourth Quarter

$
1.63


$
0.60


$
3.93


$
2.10        32




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  SUMMARY
    FINANCIAL INFORMATION
  Form 10-K.
  Years Ended December 31,2008


2007


2006


2005


2004(Amounts In thousands except per share amounts)STATEMENT OF OPERATIONS DATA:License revenue

$
12


$
12


$



$
1


$
7Operating costs and expenses:Research and development


18,434



14,130



10,816



7,098



5,947General and administrative


7,518



8,155



7,100



5,951



4,540Total operating costs and expenses


25,952



22,285



17,916



13,049



10,487Operating loss


(25,940
)


(22,273
)


(17,916
)


(13,048
)


(10,480
)Change in fair value of warrants


3,335















Investment income


618



1,955



2,502



1,135



470Other income (expense), net


66



(71
)


(43
)


4



(14
)Loss before non controlling interest in Symphony ViDA, Inc.


(21,921
)


(20,389
)


(15,457
)


(11,909
)


(10,024
)Loss attributed to non controlling interest in Symphony ViDA,
    Inc.


520















Net loss

$
(21,401
)

$
(20,389
)

$
(15,457
)

$
(11,909
)

$
(10,024
)Basic and diluted net loss per common share

$
(0.70
)

$
(0.73
)

$
(0.56
)

$
(0.61
)

$
(0.61
)Weighted average number of common shares outstanding


30,653



27,931



27,626



19,664



16,560   Years Ended December 31,2008


2007


2006


2005


2004BALANCE SHEET DATA:Cash, cash equivalents and available-for-sale securities

$
18,918


$
28,438


$
45,839


$
58,855


$
30,502Marketable securities held by Symphony ViDA, Inc., restricted


14,663















Working capital


28,320



23,880



42,083



52,667



21,765Total assets


35,031



30,064



47,642



60,268



31,757Total liabilities


6,292



5,207



4,222



3,734



2,622Accumulated deficit


(159,202
)


(137,801
)


(117,412
)


(101,955
)


(90,046
)Total stockholders equity

$
19,307


$
24,857


$
43,420


$
56,534


$
29,135    33




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS   OVERVIEW  vascular disrupting agents (VDAs)
  tm and/or
   34




---



##### Table of Contents



and/or
      BLOOD,
       35




---



##### Table of Contents



and/or
  Financial
    Resources
      and/or
     36




---



##### Table of Contents



Description of Business
    and Significant Accounting Policies
  Form S-1
    project-by-project
  Critical
    Accounting Policies and Significant Judgments and
    Estimates
   37




---



##### Table of Contents



Available-for-Sale
    Securities
    Accrued
    Clinical Costs
    Impairment
    of Long-lived Assets
   38




---



##### Table of Contents



Stock-Based
    Compensation
  Share-Based Payment
    
    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            Form 10-K,
   39




---



##### Table of Contents



Consolidation
    of Variable Interest Entity
  Description of Business and
    Significant Accounting Policies
      Consolidation of Variable Interest Entities,
 40




---



##### Table of Contents



Accounting
    for Derivative Financial Instruments Indexed to and Potentially
    Settled in the Companys Common Stock
     41




---



##### Table of Contents



No. 00-19 (EITF 00-19) Accounting for Derivative Financial Instruments Indexed to
    and Potentially Settled in, a Companys Own Stock Accounting for Derivative Instruments and Hedging Activities EITF 00-19,
    Recent
    Accounting Pronouncements
  Noncontrolling Interests in Consolidated Financial
    Statements an amendment of ARB No. 51
  Business Combinations
  EITF 07-1 Accounting for Collaborative
    Arrangements EITF 07-1 EITF 07-1 EITF 07-1
  EITF 07-3 Accounting for Nonrefundable Advance Payments
    for Goods or Services Received for Future Research and
    Development Activities
 42




---



##### Table of Contents



EITF 07-3
  Fair Value Option for Financial Assets and
    Financial Liabilities
 RESULTS
    OF OPERATIONS  Years
    ended December 31, 2008 and 2007
  Revenues
      Costs
    and Expenses
    2008


2007% of Total





% of Total


IncreaseOperating





Operating


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%Research and development

$
18,434



71
%

$
14,130



63
%

$
4,304



30
%General and administrative


7,518



29
%


8,155



37
%


(637
)


(8
)%Total operating expenses

$
25,952



100
%

$
22,285



100
%

$
3,667



16
%     Research
    and development expenses
    2008


2007% of Total





% of TotalResearch &





Research &Development





Development


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%External services

$
13,273



72
%

$
9,552



68
%

$
3,721



39
%Employee compensation and related


4,490



24
%


3,939



28
%


551



14
%Stock-based compensation


337



2
%


320



2
%


17



5
%Other


334



2
%


319



2
%


15



5
%Total research and development

$
18,434



100
%

$
14,130



100
%

$
4,304



30
%  43




---



##### Table of Contents



®
      General
    and administrative expenses
    2008


2007% of Total





% of TotalGeneral &





General &


IncreaseAdministrative





Administrative


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%Employee compensation and related

$
2,111



28
%

$
2,574



31
%

$
(463
)


(18
)%Stock-based compensation


663



9
%


1,472



18
%


(809
)


(55
)%Consulting and professional services


2,931



39
%


2,326



29
%


605



26
%Facilities related


893



12
%


727



9
%


166



23
%Other


920



12
%


1,056



13
%


(136
)


(13
)%Total general and administrative

$
7,518



100
%

$
8,155



100
%

$
(637
)


(8
)%      44




---



##### Table of Contents



Other
    Income and Expenses
    available-for-sale
  Tax
    Matters
    Years
    ended December 31, 2007 and 2006
  Revenues
    Costs
    and Expenses
    2007


2006% of Total





% of TotalOperating





Operating


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%Research and development

$
14,130



63
%

$
10,816



60
%

$
3,314



31
%General and administrative


8,155



37
%


7,100



40
%


1,055



15
%Total operating expenses

$
22,285



100
%

$
17,916



100
%

$
4,369



24
%  45




---



##### Table of Contents



Research
    and development expenses
    2007


2006% of Total





% of TotalResearch &





Research &


IncreaseDevelopment





Development


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%External services

$
9,552



68
%

$
6,064



56
%

$
3,488



58
%Employee compensation and related


3,939



28
%


4,007



37
%


(68
)


(2
)%Stock-based compensation


320



2
%


473



4
%


(153
)


(32
)%Other


319



2
%


272



3
%


47



17
%Total research and development

$
14,130



100
%

$
10,816



100
%

$
3,314



31
%   ®
    General
    and administrative expenses
    2007


2006% of Total





% of TotalGeneral &





General &


IncreaseAdministrative





Administrative


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%Employee compensation and related

$
2,574



32
%

$
2,137



30
%

$
437



20
%Stock-based compensation


1,472



18
%


1,392



20
%


80



6
%Consulting and professional services


2,326



28
%


1,994



28
%


332



17
%Facilities related


727



9
%


561



8
%


166



30
%Other


1,056



13
%


1,016



14
%


40



4
%Total general and administrative

$
8,155



100
%

$
7,100



100
%

$
1,055



15
%    46




---



##### Table of Contents



Other
    Income and Expenses
  available-for-sale
 LIQUIDITY
    AND CAPITAL RESOURCES  available-for-sale
    Years Ended December 31,2008


2007


2006Operating activities:Net loss

$
(21,401
)

$
(20,389
)

$
(15,457
)Non-cash adjustments to net loss


(2,701
)


1,912



1,921Changes in operating assets and liabilities


704



1,293



233Net cash used in operating activities


(23,398
)


(17,184
)


(13,303
)Investing activities:Net (increase) decrease in
    available-for-sale
    securities


19,142



10,275



(3,576
)Net (increase) in
    available-for-sale
    securities held by Symphony, ViDA Inc


(14,663
)






Purchase of furniture, fixtures and equipment


(113
)


(95
)


(194
)Other


137



(156
)


5Net cash provided by (used in) investing activities


4,503



10,024



(3,765
)Financing activities:Proceeds from issuance of common stock, net of fees


14,691







411Proceeds from purchase of noncontrolling interest by preferred
    shareholders in Symphony ViDA, Inc, net of fees


13,952







Net cash provided by financing activities


28,643







411Increase (Decrease) in cash and cash equivalents


9,748



(7,160
)


(16,657
)Cash and cash equivalents at beginning of year


8,527



15,687



32,344Cash and cash equivalents at end of year

$
18,275


$
8,527


$
15,687    47




---



##### Table of Contents



Description of Business and
    Significant Accounting Policies
       48




---



##### Table of Contents



Form S-1
  available-for-sale
  and/or
   49




---



##### Table of Contents



Contractual
    Obligations
    Less Than


1-3


4-5


After 5Total


1 Year


Years


Years


YearsResearch & Development Projects

$
9,685


$
7,973


$
1,712


$



$
Operating Leases

$
2,902


$
873


$
1,326


$
703



Total contractual cash obligations

$
12,587


$
8,846


$
3,038


$
703



          50




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      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
   51




---



##### Table of Contents



Management
    Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
  Important
    Considerations
    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   52




---



##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Form 10-K.
  Financial Statements
    Financial Statement Schedules
    Exhibits
  Form 10-K.
 ExhibitNumber

Description3
.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. !4
.1

Specimen Common Stock Certificate.*4
.2

Form of Warrant, dated as of June 10, 2003, issued to Roth
    Capital Partners, LLC.&&&4
.3

Warrant for the purchase of shares of common stock, dated
    February 19, 2008, issued by the Registrant to Kingsbridge
    Capital Limited.ˆˆˆˆ4
.4

Registration Rights Agreement, dated February 19, 2008, by
    and between the Registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ4
.5

Form of Direct Investment Warrant, dated as of October 17,
    2008.§4
.6

Registration Rights Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1,
    2008.§10
.1

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

Collaborative Research Agreement, dated as of August 1,
    1997, between the Registrant and Boston Medical Center
    Corporation.***10
.3

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
.4

Office Lease, dated February 28, 2000, between the
    Registrant and Charles River Business Center Associates,
    L.L.C.###10
.5

Research Collaboration and License Agreement, dated as of
    December 15, 1999, between OXiGENE Europe AB and
    Bristol-Myers Squibb Company.++ 53




---



##### Table of Contents



ExhibitNumber

Description10
.6

Employment Agreement between the Registrant and Joel Citron
    dated as of January 2, 2002.+++#@10
.7

Termination Agreement by and between the Registrant and
    Bristol-Myers Squibb Company, dated as of February 15,
    2002.+++##10
.9

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

Employment Agreement, dated as of April 1, 2001, between
    the Registrant and Dr. David Chaplin.#@10
.11

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin.#@10
.12

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002.#@10
.13

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
.14

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
.15

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999.&10
.16

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002.&10
.17

Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14,
    2003.&10
.18

License Agreement by and between Active Biotech AB
    (Active) and the Company dated November 16,
    2001.&10
.19

License Agreement by and between Active and the Company dated
    April 23, 2002.&10
.20

Funded Research Agreement by and between the Company and The
    Foundation Fighting Blindness, effective as of October 30,
    2002.&&10
.21

Registration Rights Agreement, dated as of June 10, 2003,
    among the Registrant and the Purchasers signatory
    thereto.&&&10
.22

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

Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%10
.24

Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%10
.25

Stockholder Rights Agreement.!!10
.26

OXiGENE 2005 Stock Plan.!!!@10
.27

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan.$@10
.28

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan.$@10
.29

Form of Restricted Stock Agreement under OXiGENE 2005 Stock
    Plan.$@10
.30

Lease Modification Agreement No. 1 by and between The
    Realty Associates Fund III and the Registrant, dated as of
    May 25, 2005. !!!!10
.31

Second Amendment to Lease by and between BP Prospect Place LLC
    and the Registrant, dated as of March 28, 2006. $$10
.32

Amendment No. 1 to Employment Agreement, dated as of
    September 26, 2006, between the Registrant and Joel-Tomas
    Citron.$$$@10
.33

Employment Agreement, dated as of February 28, 2007,
    between the Registrant and John Kollins.%%%%@ 54




---



##### Table of Contents



ExhibitNumber

Description10
.34

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.35

Separation Agreement, dated as of December 4, 2006, between
    the Registrant and Scott Young.%%%%@10
.36

Amendment No. 2 to Employment Agreement, dated as of
    July 9, 2007, between the Registrant and Joel-Tomas Citron.@10
.37

Employment Agreement, dated as of July 27, 2007, between
    the Registrant and Patricia Walicke.@10
.38

Separation Agreement, dated as of September 21, 2007,
    between the Registrant and Peter Harris.@10
.39

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital Limited.10
.40

Technology License Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1,
    2008.§+++10
.41

Novated and Restated Technology License Agreement by and among
    the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC,
    dated as of October 1, 2008.§+++10
.42

Stock and Warrant Purchase Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008.§+++10
.43

Purchase Option Agreement by and among the Company, Symphony
    ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of
    October 1, 2008.§10
.44

Additional Funding Agreement by and among the Company, Symphony
    ViDA, Inc., Symphony ViDA Investors LLC and Symphony ViDA
    Holdings LLC, dated as of October 1, 2008.§10
.45

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
.46

Form of Indemnification Agreement between the Company and its
    Directors.§§@10
.47

OXiGENE, Inc. Amended and Restated Director Compensation Policy.
    §§@10
.48

Separation Agreement between the Company and Dr. Chin,
    dated as of October 22, 2008.§§@10
.49

Amendment No. 3 to Employment Agreement by and among the
    Company and Mr. Citron, dated as of October 22,
    2008.§§@10
.50

Amendment No. 1 to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 16,
    2008.§§§@10
.51

409A Amendment to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of December 30,
    2008.@10
.52

409A Amendment to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 27,
    2008.@10
.53

409A Amendment to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of December 30, 2008.@10
.54

409A Amendment to Employment Agreement by and between the
    Company and Dr. Walicke, dated as of December 31,
    2008.@10
.55

Amendment No. 2 to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of January 20, 2009.@10
.56

Amendment No. 2 to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of January 20, 2009.@10
.57

Research and Development Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008.+++10
.58

Amended and Restated Research and Development Agreement by and
    among the Company, Symphony ViDA Holdings LLC and Symphony ViDA,
    Inc., dated as of October 1, 2008.+++10
.59

Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited
    Liability Company, as Landlord, and the Company, as Tenant,
    dated October 10, 2008. 55




---



##### Table of Contents



ExhibitNumber

Description14


Corporate Code of Conduct and Ethics.####23


Consent of Ernst & Young LLP.31
.1

Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32


Certification of Chief Executive and Financial Officers Pursuant
    to Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    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, 2000.####
    
    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 Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 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. 56




---



##### Table of Contents



!!!!
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 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 Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2006.$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on September 29, 2006.%%%
    
    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.ˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 11, 2007.ˆˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on August 1, 2007.ˆˆˆ
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 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 Current
    Report on
    Form 8-K,
    filed on December 22, 2008.+++
    
    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 required
    to be filed as an exhibit to this
    Form 10-K
    pursuant to Item 15(a) of this report. 57




---



##### Table of Contents



SIGNATURES
    OXiGENE, Inc.
  By:
    /s/  John
    A. Kollins         Signature

Title

Date/s/  Joel-Tomas
    CitronJoel-Tomas
    Citron

Chairman of the Board and Director

March 30, 2009/s/  John
    A. KollinsJohn
    A. Kollins

Chief Executive Officer and Director (Principal executive
    officer)

March  30, 2009/s/  James
    B. MurphyJames
    B. Murphy

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

March 30, 2009/s/  Roy
    H. FicklingRoy
    H. Fickling

Director

March 30, 2009/s/  Arthur
    B. LafferArthur
    B. Laffer Ph.D.

Director

March 30, 2009/s/  William
    D. SchwietermanWilliam
    D. Schwieterman

Director

March 30, 2009/s/  William
    N. ShieblerWilliam
    N. Shiebler

Director

March 30, 2009/s/  Per-Olof
    SöderbergPer-Olof
    Söderberg

Director

March 30, 2009/s/  Mark
    KesselMark
    Kessel

Director

March 30, 2009/s/  Alastair
    J.J. WoodAlastair
    J.J. Wood M.D.

Director

March  30, 2009  58




---



##### 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-2Balance Sheets


F-3Statements of Operations


F-4Statements of Stockholders Equity


F-5Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7F-24  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             
    F-2




---



##### Table of Contents



OXiGENE,
    Inc.
    Consolidated Balance SheetsAll Amounts in thousands
    except per share amounts  Year Ended December 312008


2007ASSETSCurrent assets:Cash and cash equivalents

$
18,275


$
8,527Available-for-sale securities


643



19,911Marketable securities held by Symphony ViDA, Inc., restricted


14,663



Prepaid expenses


382



354Other assets


123



72Total current assets


34,086



28,864Furniture and fixtures, equipment and leasehold improvements


1,456



1,343Accumulated depreciation


(1,255
)


(1,122
)201



221License agreements, net of accumulated amortization of $919 and
    $821 at December 31, 2008 and 2007, respectively


581



679Other assets


163



300Total assets

$
35,031


$
30,064LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,744


$
1,370Accrued research and development


3,416



2,713Accrued other


606



901Total current liabilities


5,766



4,984Derivative liability


466



Rent loss accrual


60



223Total liabilities


6,292



5,207Non controlling interest in Symphony ViDA, Inc


9,432



Commitments and contingencies (Note 5)Stockholders equity:Common stock, $.01 par value, 100,000 shares
    authorized; 46,293 shares in 2008 and 28,505 shares in
    2007 issued and outstanding


463



285Additional paid-in capital


178,156



162,358Accumulated deficit


(159,202
)


(137,801
)Accumulated other comprehensive income (loss)


(110
)


15Total stockholders equity


19,307



24,857Total liabilities and stockholders equity

$
35,031


$
30,064    F-3




---



##### Table of Contents



OXiGENE,
    Inc.
    Consolidated Statements of Operations(All amounts in thousands,
    except per share amounts)  Year Ended December 312008


2007


2006License revenue

$
12


$
12


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


18,434



14,130



10,816General and administrative


7,518



8,155



7,100Total operating costs and expenses


25,952



22,285



17,916Loss from operations


(25,940
)


(22,273
)


(17,916
)Change in fair value of warrants


3,335







Investment income


618



1,955



2,502Other (expense) income, net


66



(71
)


(43
)Loss before non controlling interest in Symphony ViDA, Inc

$
(21,921
)

$
(20,389
)

$
(15,457
)Loss attributed to non controlling interest in Symphony ViDA,
    Inc.


520







Net loss


(21,401
)


(20,389
)


(15,457
)Basic and diluted net loss per common share

$
(0.70
)

$
(0.73
)

$
(0.56
)Weighted-average number of common shares outstanding


30,653



27,931



27,626(1) Includes share-based compensation expense as follows:Research and development

$
328


$
320


$
473General and administrative


671



1,472



1,392    F-4




---



##### Table of Contents



OXiGENE,
    Inc.



Consolidated
    Statements of Stockholders Equity

(All
    amounts in thousands)  AccumulatedOtherCommon Stock


Additional





Comprehensive








Total$.01 Par Value


Paid-In


Accumulated


Income


Notes


Deferred


StockholdersShares


Amount


Capital


Deficit


(Loss)


Receivable


Compensation


EquityBalance at December 31, 2005


28,037



280



160,885



(101,955
)


(85
)


(187
)


(2,404
)


56,534Unrealized gain from available-for- sale securities


















66











66Net loss














(15,457
)














(15,457
)Comprehensive loss






























(15,391
)Issuance of common stock upon exercise of options


168



2



410



















412Stock-based compensation expense










1,865



















1,865Reclassification of deferred compensation










(2,404
)














2,404



Forfeiture of restricted stock


(10
)


























Interest on notes receivable










7











(7
)






Cancellation of notes receivable


(20
)






(194
)










194







Balance at December 31, 2006


28,175



282



160,569



(117,412
)


(19
)










43,420Unrealized gain from available-for- sale securities


















34











34Net loss














(20,389
)














(20,389
)Comprehensive loss






























(20,355
)Issuance of restricted stock


330



3



(3
)


















Stock-based compensation expense










1,792



















1,792Balance at December 31, 2007


28,505


$
285


$
162,358


$
(137,801
)

$
15


$



$



$
24,857Unrealized gain from available-for- sale securities


















(125
)










(125
)Net loss














(21,401
)














(21,401
)Comprehensive loss






























(21,526
)Issuance of common stock for executive incentive compensation


36







87



















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


635



6



734



















740Stock-based compensation expense










999



















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










(8,935
)


















(8,935
)Settlement of Symphony warrant upon exercise










5,622



















5,622Accounting for additional shares investment and a warrant issued
    to Kingsbridge as a liability










(489
)


















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


2,232



22



1,407



















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


11,282



113



12,410



















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


3,603



37



3,963



















4,000Balance at December 31, 2008


46,293



463



178,156



(159,202
)


(110
)










19,307    F-5




---



##### Table of Contents



OXiGENE,
    Inc



Consolidated
    Statements of Cash Flows(Amounts in
    thousands)  Year Ended December 312008


2007


2006Operating activities:Net loss

$
(21,401
)

$
(20,389
)

$
(15,457
)Adjustments to reconcile net loss to net cash used in operating
    activities:Loss attributed to noncontrolling interests


(520
)






Change in fair value of warrants


(3,335
)






Depreciation


133



115



88Amortization of license agreement


98



98



98Rent loss accrual


(163
)


(93
)


(130
)Stock-based compensation


999



1,792



1,865Issuance of common stock of executive incentive compensation


87







Changes in operating assets and liabilities:Prepaid expenses and other current assets


(78
)


215



(385
)Accounts payable, accrued expenses and other payables


782



1,078



618Net cash used in operating activities


(23,398
)


(17,184
)


(13,303
)Investing activities:Purchase of available-for-sale securities


(4,314
)


(34,340
)


(53,287
)Proceeds from sale of available-for-sale securities


23,456



44,615



49,711Purchase of available-for-sale securitites held by Symphony
    ViDA, Inc.


(14,663
)






Purchase of furniture, fixtures and equipment


(113
)


(95
)


(194
)Other assets


137



(156
)


5Net cash provided by (used in) investing activities


4,503



10,024



(3,765
)Financing activities:Proceeds from issuance of common stock, net of fees


14,691







411Proceeds from purchase on non controlling interest by perferred
    shareholders in Symphony ViDA, Inc., net of fees


13,952







Net cash provided by financing activities


28,643







411Increase (decrease) in cash and cash equivalents


9,748



(7,160
)


(16,657
)Cash and cash equivalents at beginning of year


8,527



15,687



32,344Cash and cash equivalents at end of year

$
18,275


$
8,527


$
15,687Non- cash Disclosures:Reclassification of deferred compensation










2,404Cancellation of notes receivable










194Stock issued as consideration for the Symphony SViDA purchase
    option


4,000







Accounting for additional shares investment and warrant issued
    to Kingsbridge as liabilities


489







Fair value of Symphony warrants


5,622







    F-6




---



##### Table of Contents



OXiGENE,
    INC.



Notes to
    Consolidated Financial Statements

December 31,
    2008  1.
    Description
    of Business and Significant Accounting Policies  Description
    of Business
          and/or
 F-7




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Use of
    Estimates
    Concentration
    of Credit Risk
    Cash
    and Cash Equivalents
    Available-for-Sale
    Securities
  Accounting for Certain
    Investments in Debt and Equity Securities
 F-8




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        December 31, 2008Gross


GrossUnrealized


UnrealizedCost


Gains


Losses


Fair ValueCorporate bonds maturing in less than one year

$
747


$



$
(104
)

$
643Total available-for-sale securities

$
747


$



$
(104
)

$
643   December 31, 2007Gross


GrossUnrealized


UnrealizedCost


Gains


Losses


Fair ValueCurrent:Corporate bonds maturing in less than 2 years


5,819



2



(2
)


5,819Commercial paper maturing in less than one year


10,698



6



(1
)


10,703Certificates of deposit maturing in less than one year


3,379



10







3,389Total available-for-sale securities


19,896



18



(3
)


19,911     Fair
    Value
   F-9




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  No. 157-2,
    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.     Fair
    Value Measurement at Reporting Date Using:
  Significant Other


SignificantQuoted Prices in


Observable


Unobservable


Fair ValueActive Markets


Inputs


Inputs


December 31,(Level 1)


(Level 2)


(Level 3)


2008Cash EquivalentsMoney Market Fund

$
4,013


$



$



$
4,013Available for SaleCorporate Bonds






643







643Total

$
4,013


$
643


$



$
4,656     Research
    and Development
   F-10




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Income
    Taxes
  Accounting for Income Taxes
  License
    Agreements
      Consolidation
    of Variable Interest Entity
    
    Purchase Option Agreement;
    Research and Development Agreement;
    Amended and Restated Research and Development Agreement;
    Technology License Agreement; F-11




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    Novated and Restated Technology License Agreement;
    Confidentiality Agreement; and
    Additional Funding Agreement.    
    Stock and Warrant Purchase Agreement;
    Warrant to purchase up to 11,281,877 shares of OXiGENE
    common stock at $1.11 per share, which was issued on
    October 17, 2008 and subsequently exercised in full on
    December 30, 2008 following shareholder approval of the
    Symphony Transaction; and,
    Registration Rights Agreement.      Consolidation of Variable Interest Entities,
 F-12




---



##### 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
     F-13




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      No. 00-19 (EITF 00-19) Accounting for Derivative Financial Instruments Indexed to
    and Potentially Settled in, a Companys Own Stock Accounting for Derivative Instruments and Hedging Activities EITF 00-19,
    Direct Investment Warrant


Kingsbridge CEFF WarrantDate of Warrant


Date of Warrant


Date of Warrant


Date of WarrantIssue


Exercise


Valuation


ValuationWeighted Average Assumptions

10/17/2008


12/30/2008


10/17/2008


12/31/2008Risk-free interest rate


3.50
%


3.75
%


2.75
%


1.50
%Contractual life


10.00



9.75



4.83



4.67Expected volatility


86
%


84
%


52
%


55
%Dividend yield

$



$



$



$
   Depreciation
   F-14




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Patents
    and Patent Applications
    Net
    Loss Per Share
  Earnings Per Share
  Stock-Based
    Compensation
      Weighted Average Assumptions

2008


2007


2006Risk-free interest rate


2.13
%


4.51
%


5.04
%Expected life


5 years



5 years



5 yearsExpected volatility


55
%


87
%


95
%Dividend yield


0.00
%


0.00
%


0.00
%     
    the stock option exercise price,
    the expected term of the option, F-15




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    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              Comprehensive
    Income (Loss)
  Reporting Comprehensive Income
  Revenue
    Recognition
   F-16




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Agreements
          Restructuring
   F-17




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Recent
    Accounting Pronouncements
  Noncontrolling Interests in Consolidated Financial
    Statements  An amendment of ARB No. 51
  Business Combinations
  EITF 07-1 Accounting for Collaborative
    Arrangements EITF 07-1 EITF 07-1
  EITF 07-3 Accounting for Nonrefundable Advance Payments
    for Goods or Services Received for Future Research and
    Development Activities EITF 07-3
  Fair Value Option for Financial Assets and
    Financial Liabilities Accounting
    for certain investment in debt and equity securities.
  2.
    Related
    Party Transactions    3.
    Stockholders
    Equity   F-18




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Stock
    Incentive Plans
    and/or
 F-19




---



##### Table of Contents



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


AverageAverage


Remaining


AggregateShares


Exercise Price


Contractual Life


Intrinsic Value(In thousands)





(Years)


(In thousands)Options outstanding at December 31, 2007


2,147


$
5.61



7.07


$
44Granted


366


$
0.89







Exercised





$








Forfeited


(180
)

$
3.84







Options outstanding at December 31, 2008


2,333


$
5.01



6.15


$
Option exercisable at December 31, 2008


1,466


$
6.33



4.48


$
Options vested or expected to vest at December 31, 2008


2,153


$
5.20



5.92


$
     Warrants
    WeightedAverageExercise


WarrantsDate of Issue


Price


IssuedWarrants outstanding as of December 31, 2007


December 31, 2007


$
12.00



150,000Kingsbridge CEFF Warrants issuance


February 19, 2008


$
2.74



250,000Institutional investors warrants expire


June 30, 2008


$
12.00



(150,000
)Symphony Holdings, Inc. Direct Investment Warrants issuance


October 17, 2008


$
1.11



11,281,883Symphony Holdings, Inc. Direct Investment Warrants exercised


December 30, 2008


$
1.11



(11,281,883
)Warrants outstanding as of December 31, 2008


December 31, 2008


$
2.74



250,000   Restricted
    Stock Units
   F-20




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Unvested
    Stock
  Shares


Weighted-Average(In thousands)


Fair ValueUnvested at January 1, 2008


467


$
4.73Granted






Vested


(182
)


4.79Canceled


(145
)


4.82Unvested at December 31, 2008


140


$
4.56         Common
    Stock Reserved for Issuance
    4.
    Income
    Taxes      F-21




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2008


2007Net operating loss carry-forwards

$
62,152


$
53,143Stock-based awards


1,050



697Research & development credits


1,437



1,102Rent loss accrual


42



136Other


201



192Total deferred tax asset


64,882



55,270Valuation allowance

$
(64,882
)

$
(55,270
)Net deferred tax asset

$



$
     Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement
    No. 109
  5.
    Commitments
    and Contingencies  Leases
       F-22




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006Massachusetts

$
480


$
370


$
324California


311



48



Oxford, UK


46



60



53Total rent

$
837


$
478


$
377     Gross


Receipts From


NetCommitments


Sublease


Comittments2009

$
941


$
(279
)

$
6622010

$
792


$
(256
)

$
5362011

$
510


$



$
510Thereafter

$
659


$



$
659$
2,902


$
(535
)

$
2,367   License
    Agreements
       F-23




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Litigation
    6.
    Retirement
    Savings Plan    7.
    Quarterly
    Results of Operations (Unaudited)    Three Months EndedMarch 31,


June 30,


September 30,


December 31,2008


2008


2008


2008License revenue

$



$



$
13


$
Net loss


(5,445
)


(7,048
)


(7,108
)


(1,800
)Basic and diluted net loss per share

$
(0.19
)

$
(0.25
)

$
(0.25
)

$
(0.05
)   March 31,


June 30,


September 30


December 31,2007


2007


2007


2007License revenue

$



$
7


$



$
5Net loss


(3,948
)


(5,369
)


(5,275
)


(5,797
)Basic and diluted net loss per share

$
(0.14
)

$
(0.19
)

$
(0.19
)

$
(0.21
)  F-24




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.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. !4
.1

Specimen Common Stock Certificate.*4
.2

Form of Warrant, dated as of June 10, 2003, issued to Roth
    Capital Partners, LLC.&&&4
.3

Warrant for the purchase of shares of common stock, dated
    February 19, 2008, issued by the Registrant to Kingsbridge
    Capital Limited.ˆˆˆˆ4
.4

Registration Rights Agreement, dated February 19, 2008, by
    and between the Registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ4
.5

Form of Direct Investment Warrant, dated as of October 17,
    2008.§4
.6

Registration Rights Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1,
    2008.§10
.1

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

Collaborative Research Agreement, dated as of August 1,
    1997, between the Registrant and Boston Medical Center
    Corporation.***10
.3

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
.4

Office Lease, dated February 28, 2000, between the
    Registrant and Charles River Business Center Associates,
    L.L.C.###10
.5

Research Collaboration and License Agreement, dated as of
    December 15, 1999, between OXiGENE Europe AB and
    Bristol-Myers Squibb Company.++10
.6

Employment Agreement between the Registrant and Joel Citron
    dated as of January 2, 2002.+++#@10
.7

Termination Agreement by and between the Registrant and
    Bristol-Myers Squibb Company, dated as of February 15,
    2002.+++##10
.9

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

Employment Agreement, dated as of April 1, 2001, between
    the Registrant and Dr. David Chaplin.#@10
.11

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin.#@10
.12

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002.#@10
.13

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
.14

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
.15

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999.&10
.16

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002.&10
.17

Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14,
    2003.&10
.18

License Agreement by and between Active Biotech AB
    (Active) and the Company dated November 16,
    2001.&10
.19

License Agreement by and between Active and the Company dated
    April 23, 2002.&




---



##### Table of Contents



ExhibitNumber

Description10
.20

Funded Research Agreement by and between the Company and The
    Foundation Fighting Blindness, effective as of October 30,
    2002.&&10
.21

Registration Rights Agreement, dated as of June 10, 2003,
    among the Registrant and the Purchasers signatory
    thereto.&&&10
.22

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

Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%10
.24

Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%10
.25

Stockholder Rights Agreement.!!10
.26

OXiGENE 2005 Stock Plan.!!!@10
.27

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan.$@10
.28

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan.$@10
.29

Form of Restricted Stock Agreement under OXiGENE 2005 Stock
    Plan.$@10
.30

Lease Modification Agreement No. 1 by and between The
    Realty Associates Fund III and the Registrant, dated as of
    May 25, 2005. !!!!10
.31

Second Amendment to Lease by and between BP Prospect Place LLC
    and the Registrant, dated as of March 28, 2006. $$10
.32

Amendment No. 1 to Employment Agreement, dated as of
    September 26, 2006, between the Registrant and Joel-Tomas
    Citron.$$$@10
.33

Employment Agreement, dated as of February 28, 2007,
    between the Registrant and John Kollins.%%%%@10
.34

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.35

Separation Agreement, dated as of December 4, 2006, between
    the Registrant and Scott Young.%%%%@10
.36

Amendment No. 2 to Employment Agreement, dated as of
    July 9, 2007, between the Registrant and Joel-Tomas Citron.@10
.37

Employment Agreement, dated as of July 27, 2007, between
    the Registrant and Patricia Walicke.@10
.38

Separation Agreement, dated as of September 21, 2007,
    between the Registrant and Peter Harris.@10
.39

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital Limited.10
.40

Technology License Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1,
    2008.§+++10
.41

Novated and Restated Technology License Agreement by and among
    the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC,
    dated as of October 1, 2008.§+++10
.42

Stock and Warrant Purchase Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008.§+++10
.43

Purchase Option Agreement by and among the Company, Symphony
    ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of
    October 1, 2008.§10
.44

Additional Funding Agreement by and among the Company, Symphony
    ViDA, Inc., Symphony ViDA Investors LLC and Symphony ViDA
    Holdings LLC, dated as of October 1, 2008.§10
.45

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
.46

Form of Indemnification Agreement between the Company and its
    Directors.§§@10
.47

OXiGENE, Inc. Amended and Restated Director Compensation Policy.
    §§@10
.48

Separation Agreement between the Company and Dr. Chin,
    dated as of October 22, 2008.§§@




---



##### Table of Contents



ExhibitNumber

Description10
.49

Amendment No. 3 to Employment Agreement by and among the
    Company and Mr. Citron, dated as of October 22,
    2008.§§@10
.50

Amendment No. 1 to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 16,
    2008.§§§@10
.51

409A Amendment to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of December 30,
    2008.@10
.52

409A Amendment to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 27,
    2008.@10
.53

409A Amendment to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of December 30, 2008.@10
.54

409A Amendment to Employment Agreement by and between the
    Company and Dr. Walicke, dated as of December 31,
    2008.@10
.55

Amendment No. 2 to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of January 20, 2009.@10
.56

Amendment No. 2 to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of January 20, 2009.@10
.57

Research and Development Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008.+++10
.58

Amended and Restated Research and Development Agreement by and
    among the Company, Symphony ViDA Holdings LLC and Symphony ViDA,
    Inc., dated as of October 1, 2008.+++10
.59

Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited
    Liability Company, as Landlord, and the Company, as Tenant,
    dated October 10, 2008.14


Corporate Code of Conduct and Ethics.####23


Consent of Ernst & Young LLP.31
.1

Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32


Certification of Chief Executive and Financial Officers Pursuant
    to Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    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, 2000.####
    
    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.




---



##### Table of Contents



&
    
    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 Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 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 Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 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 Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2006.$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on September 29, 2006.%%%
    
    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.ˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 11, 2007.ˆˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on August 1, 2007.ˆˆˆ
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 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 Current
    Report on
    Form 8-K,
    filed on December 22, 2008.+++
    
    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 required
    to be filed as an exhibit to this
    Form 10-K
    pursuant to Item 15(a) of this report.