##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
  (Amendment
    No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31,
    2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   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. o
  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
    None




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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-K/A, Form 10-K Form 10-K exhibits 4.10-4.16,




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##### 



TABLE OF
    CONTENTS
   
 PagePART III


2ITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


2ITEM 11.


EXECUTIVE COMPENSATION


10ITEM 12.


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


19ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


21ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


22PART IV


23ITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


23Ex-10.39Ex-31.1Ex-31.2   1




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PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  BOARD OF
    DIRECTORS
  Rule 16b-3
    ROY HAMPTON FICKLINGAge:

44Director Since:

2007Principal Occupation:

Mr. Fickling has been the owner and President of
    Fickling & Company, Inc., a Macon, Georgia-based
    regional real estate development, brokerage, management and
    consulting firm, since October 1993.Business Experience:

Mr. Fickling was a founding Director of Rivoli
    Bank & Trust, of Macon and of Beech Street, U.K., Ltd.
    of London, England, an international healthcare administration
    firm. He was a major shareholder and advisor to Beech Street
    Corporation, the largest private PPO network, prior to its
    acquisition by Concentra, Inc. in 2005. Prior to forming
    Fickling & Company, Mr. Fickling was employed by
    Charter Medical Corporation where he worked in the
    administration of both a medical surgical hospital and a
    psychiatric hospital. Mr. Fickling holds a B.A. in Business
    Administration from the University of Georgia.Other Directorships:

Mr. Fickling is a member of the board of directors of
    Piedmont Community Bank (public), and also serves on the board
    of directors of several closely held investment and operating
    companies.Director Qualifications:

The Board highly values Mr. Ficklings experiences in
    financial, consulting, healthcare administration, and real
    estate matters, developed in the course of his career as a
    senior executive in those industries. The Board believes that
    these experiences and skills are invaluable characteristics that
    Mr. Fickling brings to his Board service, and led to the
    Boards conclusion that Mr. Fickling should be a
    member of the Board of Directors.TAMAR D. HOWSONAge:

61Director Since:

2010Principal Occupation:

Ms. Howson is currently a Partner with JSB-Partners, a
    transaction advisory firm serving the life sciences industry. 2




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Business Experience:

Ms. Howson formerly served as Executive Vice President of
    Corporate Development for Lexicon Pharmaceuticals. Prior to
    Lexicon, she served as Senior Vice President of Corporate and
    Business Development and was a member of the executive committee
    at Bristol-Myers Squibb. During her tenure there,
    Ms. Howson was responsible for leading the companys
    efforts in external alliances, licensing and acquisitions.
    Earlier, Ms. Howson served as Senior Vice President and
    Director of Business Development at SmithKline Beecham. She also
    managed SR One Ltd., the $100 million venture capital fund
    of SmithKline Beecham. Ms. Howson has served as an
    independent business consultant and adviser to companies both in
    the United States and in Europe. She held the position of Vice
    President, Venture Investments at Johnston Associates, a venture
    capital firm, and earlier as Director of Worldwide Business
    Development and Licensing for Squibb Corporation.
    Ms. Howson received her M.B.A. in finance and international
    business from Columbia University. Educated as a chemical
    engineer, she holds a M.S. from the City College of New York and
    a B.S. from the Technion in Israel.Other Directorships:

Ms. Howson currently serves on the boards of Idenix
    Pharmaceuticals, Inc. (Nasdaq:IDIX), a biopharmaceutical company
    engaged in the discovery and development of drugs for the
    treatment of human viral diseases, and S*Bio Pte Ltd. She also
    serves as a consultant to Pitango Venture Fund and is a member
    of the advisory board to Triana Venture Partners. She previously
    served on the boards of Ariad Pharmaceuticals, SkyePharma, NPS
    Pharma, Targacept, and HBA.Director Qualifications:

The Board highly values Ms. Howsons significant
    business development and life sciences industry expertise,
    developed through her career as a senior professional at several
    leading pharmaceutical companies. The Board believes that these
    characteristics uniquely qualify Ms. Howson to serve as a
    director of the Company and led to the Boards conclusion
    that she should be a member of the Board of Directors.MARK KESSELAge:

68Director Since:

2008Principal Occupation:

Mr. Kessel, a Managing Director of Symphony Capital LLC,
    co-founded Symphony in 2002 and is widely recognized as the
    leader in structuring product development investments for the
    biopharmaceutical industry.Business Experience:

Mr. Kessel was formerly the Managing Partner of
    Shearman & Sterling LLP, with
    day-to-day
    operating responsibility for this large international law firm.
    He received a B.A. with honors in Economics from the City
    College of New York and a J.D. magna cum laude from Syracuse
    University College of Law. Mr. Kessel has written on
    financing for the biotech industry for Nature Reviews Drug
    Discovery, Nature Biotechnology and other publications, and on
    issues related to governance and audit committees for such
    publications as The Wall Street Journal, Financial Times, The
    Deal and Euromoney.Other Directorships:

Mr. Kessel is a director and Chairman of Symphony Icon,
    Inc., and a director of Symphony Dynamo, Inc., all Symphony
    portfolio companies. In addition, Mr. Kessel is a director
    of the Global Alliance for TB Drug Development, Fondation
    Santé and the Biotechnology Industry Organization. 3




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Director Qualifications:

The Board believes that Mr. Kessels leadership and
    expertise in matters of strategic transactions and financing for
    life sciences companies, coupled with his extensive executive
    management experience leading one of the worlds premier
    professional services organizations, uniquely qualify
    Mr. Kessel to serve as a director of the Company and led to
    the Boards conclusion that Mr. Kessel should be a
    member of the Board of Directors.PETER J. LANGECKER, M.D., PH.D.Age:

59Director Since:

2010Principal Occupation:

Dr. Langecker joined OXiGENE as Executive Vice President
    and Chief Development Officer in June 2009 and was appointed
    Chief Executive Officer in October 2009.Business Experience:

Dr. Langecker served as Chief Medical Officer of DURECT
    Corporation from May 2006 until June 2009. Prior to joining
    DURECT, Dr. Langecker served as Chief Medical Officer and
    Vice President of Clinical Affairs at Intarcia Therapeutics,
    Inc. from October 1999 to April 2006. Prior to that,
    Dr. Langecker was Vice President of Clinical Affairs at
    Sugen, Inc. from 1997 to 1999, Vice President, Clinical Research
    at Coulter Pharmaceuticals from 1995 to 1997 and Director of
    Clinical Research, Oncology, at Schering-Plough from 1992 to
    1995. Previously, Dr. Langecker worked as a Project
    Physician-Central Medical Advisor, Oncology at Ciba-Geigy (now
    Novartis) in Basel, Switzerland. He received his M.D. degree and
    his doctorate in medical sciences from the Ludwig-Maximilians
    University in Munich.Director Qualifications:

The Board believes that Dr. Langeckers medical and
    scientific training, developed through his extensive career as a
    life sciences industry executive, uniquely qualify
    Dr. Langecker to serve as a director of the Company and led
    to the Boards conclusion that Dr. Langecker should be
    a member of the Board of Directors.   WILLIAM
    D. SCHWIETERMAN, M.D.
  Age:

51Director Since:

2007Principal Occupation:

Dr. Schwieterman has been an independent consultant to
    biotech and pharmaceutical companies specializing in clinical
    development since July 2002.Business Experience:

Dr. Schwieterman is a board-certified internist and a
    rheumatologist who was formerly Chief of the Medicine Branch and
    Chief of the Immunology and Infectious Disease Branch in the
    Division of Clinical Trials at the FDA. In these capacities and
    others, Dr. Schwieterman spent 10 years at the FDA in
    the Center for Biologics overseeing a wide range of clinical
    development plans for a large number of different types of
    molecules. Dr. Schwieterman holds a B.S. and M.D. from the
    University of Cincinnati.Director Qualifications:

The Board believes that Dr. Schwietermans medical
    training and his expertise with regulatory matters involving the
    Food and Drug Administration and the clinical trials process,
    are invaluable skills that Dr. Schwieterman brings to his
    Board service, and led to the Boards conclusion that
    Dr. Schwieterman should be a member of the Board of
    Directors. 4




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WILLIAM N. SHIEBLERAge:

67Director Since:

2002; Chairman of the Board since May 2009Principal Occupation:

Mr. Shiebler is a principal in two family investment
    businesses  Tree Tops Investment LLC and Tree Tops
    Corporation LLC.Business Experience:

From March 2002 to March 2007, Mr. Shiebler was the
    Advisory Vice Chairman and CEO of the Americas of Deutsche Asset
    Management, the asset arm of Deutsche Bank. Prior to joining
    Deutsche Bank, Mr. Shiebler was the President and CEO of
    Putnam Mutual Funds and prior to that he was President and COO
    of Dean Witters Intercapital Division.Other Directorships:

Mr. Shiebler is a non-executive Chairman and a Director of
    Nextalk, Inc. (private) as well as an advisory board member of
    several corporations. Mr. Shiebler is currently chairman of
    the Park City Center for Public Policy, and a Trustee of the
    U.S. Ski and Snowboard Team Foundation, among other charitable
    and community organizations. Previously, Mr. Shiebler was a
    trustee or director of a number of other corporate and community
    organizations, including the Salt Lake Olympic Committee and
    Kean University. Mr. Shiebler was also a member of the
    Presidential Commission on Medicaid.Director Qualifications:

The Board believes that Mr. Shieblers financial
    acumen, executive leadership skills, and his extensive
    experience developed in the course of his career as a senior
    executive in the financial services industry, uniquely qualify
    Mr. Shiebler to serve as a director of the Company and led
    to the Boards conclusion that Mr. Shiebler should be
    a member of the Board of Directors.ALASTAIR J.J. WOOD, M.D.Age:

63Director Since:

2008Principal Occupation:

Dr. Wood, a Managing Director of Symphony Capital LLC, has
    worked with Symphony since its inception, initially as Chairman
    of Symphonys Clinical Advisory Council, and joined the
    firm full-time in September 2006 as a Managing Director.Business Experience:

Prior to joining Symphony Capital LLC full-time, Dr. Wood
    completed more than 30 years at Vanderbilt University
    School of Medicine, most recently as Associate Dean of External
    Affairs, where he was also Attending Physician and Tenured
    Professor of Medicine and Pharmacology. Dr. Wood is
    currently Professor of Medicine (courtesy appointment) and
    Professor of Pharmacology (courtesy appointment) at Weill
    Cornell Medical School, appointments served in an unpaid
    capacity. Dr. Wood has written or co-authored more than 300
    scientific papers and won numerous honors including election to
    the National Academy of Sciences Institute of Medicine. He
    was until 2006 the chairman of the FDAs Nonprescription
    Drugs Advisory Committee, and recently chaired the FDA Advisory
    Committee on Cox-2 inhibitors. He previously served as a member
    of the Cardiovascular and Renal Advisory Committee of the FDA,
    and the FDAs Nonprescription Drugs Advisory Committee.
    Dr. Wood has been a member of and chaired National
    Institutes of Health study sections, served on the editorial
    boards of four major journals, and between 1992 and 2004 was the
    Drug Therapy Editor of The New England Journal of Medicine. Most
    recently, he was named to the Board of the Critical Path
    Institute. He earned his medical degree at the University of St.
    Andrews. 5




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##### Table of Contents



Other Directorships:

Dr. Wood is a director of Symphony Evolution, Inc. and a
    member of the Development Committees of Symphony Dynamo, Inc.,
    Symphony Allegro, Inc. and Symphony Icon, Inc., all Symphony
    portfolio companies.Director Qualifications:

The Board believes that Dr. Woods medical training
    and expertise, combined with his prior service as a member of
    several advisory committees to the Food and Drug Administration,
    uniquely qualify Dr. Wood to serve as a director of the
    Company and led to the Boards conclusion that
    Dr. Wood should be a member of the Board of Directors.   BOARD AND
    COMMITTEE MEETINGS
      Audit Committee. Regulation S-K. www.oxigene.com
    Compensation Committee.
 6




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www.oxigene.com
  Compensation Committee Interlocks and Insider
    Participation.
  Nominating and Governance Committee. www.oxigene.com
  Board
    of Directors Leadership Structure
   7




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The
    Board of Directors Role in Risk Oversight
        Stockholder
    Communications to the Board
  (650) 635-7000. www.oxigene.com
 8




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
    junk mail and mass mailings
    resumes and other forms of job inquiries
    surveys
    solicitations or advertisements.    EXECUTIVE
    OFFICERS OF THE COMPANY
    David Chaplin, Ph.D.
  James B. Murphy
  CODE OF
    CONDUCT AND ETHICS
  Form 10-K. www.oxigene.com Form 8-K
  SECTION 16(a)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   9




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ITEM 11.
    EXECUTIVE
    COMPENSATION  SUMMARY
    COMPENSATION TABLE
    Stock


Option


All OtherAwards


Awards ($)


Compensation ($)Name

Year


Salary ($)


Bonus ($)


($)(1)


(1)


(2)


Total ($)David Chaplin(3)


2009


$
282,220


$



$
74,298


$
27,530


$



$
384,048Vice President and
    Chief Scientific Officer


2008


$
334,409


$



$
98,327


$
45,884


$



$
478,620Peter Langecker(4)


2009


$
236,923


$



$



$
41,926


$
464


$
279,313Chief Executive Officer


2008


$



$



$



$



$



$
James Murphy


2009


$
245,000


$



$
37,151


$
63,244


$
663


$
346,058Vice President and
    Chief Financial Officer


2008


$
245,000


$



$
49,158


$
64,923


$
2,327


$
361,408John Kollins(5)


2009


$
222,767


$



$



$
38,340


$
148,340


$
409,447Former Chief Executive Officer


2008


$
272,085


$



$



$
84,687


$
360


$
357,132     (1)
    
    See Note 1 to our Condensed Consolidated Financial
    Statements reported in our Annual Report on
    Form 10-K
    for our fiscal year ended December 31, 2009 for details as
    to the assumptions used to determine the fair value of each of
    the stock awards and option awards set forth in this table, and
    Note 3 describing all forfeitures during fiscal year 2009.
    See also our discussion of stock-based compensation in our
    Form 10-K
    under Managements Discussion and Analysis of
    Financial Condition and Results of Operations 
    Critical Accounting Policies and Estimates.(2)
    
    Other Compensation in 2008 for Mr. Murphy includes the
    reimbursement of fees and costs associated with providing
    corrected wage and earnings statements for prior years related
    to restricted stock compensation reporting.(3)
    
    Dr. Chaplins employment agreement provides that his
    salary be paid in British Pounds. The salary amounts presented
    above represent his annual salary of £180,257 converted
    into U.S. dollars at the average monthly conversion rate for the
    year presented.(4)
    
    Dr. Langecker commenced employment in June 2009 as
    Executive Vice President and Chief Development Officer. In
    October 2009 he was appointed as Chief Executive Officer.(5)
    
    Mr. Kollins terminated his employment with OXiGENE
    effective October 7, 2009. His separation agreement
    provides for a severance payment of $350,000, payable over one
    year in 26 equal installments. As of December 31, 2009,
    $148,077 of Mr. Kollins severance has been paid and
    is included in Other Compensation for him in 2009. 10




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##### Table of Contents



Narrative
    Disclosure to Summary Compensation Table
  Employment Agreement with David Chaplin.
  Employment Agreement with Dr. Peter J.
    Langecker.
     11




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##### Table of Contents



Employment Agreement with James B. Murphy.
    Employment and Separation Agreements with John A.
    Kollins.
  and/or
 12




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Outstanding
    Equity Awards at Fiscal Year-End
    Stock AwardsOption Awards(1)


Number ofNumber of


Number of








shares or


Market Value ofSecurities


Securities








Units of


Shares or UnitsUnderlying


Underlying


Option


Option


Stock That


of Stock ThatUnexercised Options


Unexercised Options


Exercise


Expiration


Have Not


Have NotName

Exerciseable #


Unexerciseable #


Price $


Date


Vested #


Vested (2) $David Chaplin


45,000






$
5.06



7/12/2010



20,000


$
22,800Vice President and


100,000






$
2.24



3/15/2012Chief Scientific Officer


100,000






$
7.94



7/24/201350,000






$
5.03



7/28/201412,500



12,500


$
4.18



1/25/2017



120,000


$
0.65



1/20/2019Peter Langecker






250,000


$
2.32



6/29/2019






$
Chief Executive OfficerJames Murphy


75,000






$
9.05



2/23/2014



10,000


$
11,400Vice President and


20,000






$
5.03



7/28/2014Chief Financial Officer


18,750



6,250


$
3.51



6/14/201625,000



25,000


$
4.18



1/25/2017



125,000


$
0.65



1/20/2019John Kollins(3)


50,000






$
4.69



1/7/2010






$
FormerChief Executive Officer     (1)
    
    Option awards vest in equal annual installments over four years
    beginning on the first anniversary of the date of grant and the
    exercise price is the closing price of the Companys common
    stock as quoted on the NASDAQ Global Market on the date of grant.(2)
    
    The market value of the stock awards is determined by
    multiplying the number of shares times $1.14, the closing price
    of our common stock on the NASDAQ Global Market on
    December 31, 2009, the last day of our fiscal year.(3)
    
    Mr. Kollins employment with us terminated effective
    October 7, 2009. Pursuant to Mr. Kollins
    separation agreement, he had until January 8, 2010 to
    exercise all vested options. Mr. Kollins did not exercise
    these options and such options were therefore forfeited.  Potential
    Payments Upon Termination or
    Change-In-Control
  and/or
 13




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David
    Chaplin, Ph.D.
  Involuntary Not forTermination within





Cause Termination orExecutive Benefits and

12 months Following


Voluntary Termination


Termination by Executive


For CausePayments Upon Termination

Change in Control


by Executive or Death


with Good Reason


TerminationBase Salary

$
270,669


$



$
360,891


$
Annual Bonus (x% of Base Salary)


N/A



N/A



N/A



N/AAcceleration of Vesting of Equity


100
%


0
%


0
%


0
%Number of Stock Options and Value upon Termination


440,000



307,500



307,500



307,500$
501,600


$
350,550


$
350,550


$
350,550Number of Shares of Vested Stock


125,000



125,000



125,000



125,000Received and Value upon Termination

$
142,500


$
142,500


$
142,500


$
142,500Relocation Reimbursement


N/A



N/A



N/A



N/ADeferred Compensation Payout


N/A



N/A



N/A



N/APost-Term Health Care


N/A



N/A



N/A



N/AExcise Tax Gross Up


N/A



N/A



N/A



N/A   Rule 13d-3
         14




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Peter J.
    Langecker
  Involuntary Notfor CauseTermination within

Voluntary

Termination orExecutive Benefits and Payments

12 months Following

Termination by

Termination by Executive with

For CauseUpon Termination

Change in Control

Executive or Death

Good Reason

Termination

DisabilityBase Salary

$
350,000


$



$
350,000


$



$
Annual Bonus (x% of Base Salary)


Executive entitled to
    Annual Bonus related
    to most recently
    completed calendar
    year if not already paid



Executive entitled to
    Annual Bonus related
    to most recently
    completed calendar
    year if not already paid



Executive entitled to
    Annual Bonus related
    to most recently
    completed calendar
    year if not already paid



N/A



Executive entitled
    to Annual Bonus
    related to most
    recently completed
    calendar year if not
    already paidAcceleration of Vesting of Equity


100%



0
%


0
%


0
%


0
%Stock Options:Number of Stock Options


250,000















Value upon Termination

$
285,000


$



$



$



$
Vested Stock Received:Number of Shares


















Value upon Termination

$



$



$



$



$
Relocation Reimbursement


N/A



N/A



N/A



N/A



N/ADeferred Compensation Payout


N/A



N/A



N/A



N/A



N/APost-Term Health Care


Up to 12 months for
    Executive and family



N/A



Up to 12 months for
    Executive and family$
27,048


$



$
27,048


$



$
Excise Tax Gross Up


N/A



N/A



N/A



N/A



N/A     13d-3
     15




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16




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James B.
    Murphy
  Involuntary Not forCause Termination orTermination within 12



Termination byExecutive Benefits and Payments

months Following

Voluntary Termination

Executive with

For CauseUpon Termination

Change in Control

by Executive or Death

Good Reason

TerminationBase Salary

$
245,000


$



$
245,000


$
Annual Bonus (x% of Base Salary)


N/A



N/A



N/A



N/AAcceleration of Vesting of Equity


100
%


0
%


0
%


0
%Number of Stock Options and Value upon Termination


295,000



138,750



138,750



138,750$
336,300


$
158,175


$
158,175


$
158,175Number of Shares of Vested Stock Received and Value upon
    Termination


40,000



40,000



40,000



40,000$
45,600


$
45,600


$
45,600


$
45,600Relocation Reimbursement


N/A



N/A



N/A



N/ADeferred Compensation Payout


N/A



N/A



N/A



N/APost-Term Health Care


Up to 12 months for



N/A



Up to 12 months for



N/AExecutive and family







Executive and family$
21,996


$



$
21,996


$
Excise Tax Gross Up


N/A



N/A



N/A



N/A   Rule 13d-3
           17




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John A.
    Kollins
  and/or
  Director
    Compensation
    StockFees Earned or


Awards


Option


All OtherName

Paid in Cash ($)


($)(1)


Awards ($)


Compensation ($)


Total ($)Joel-Tomas Citron(2)

$
33,333


$



$



$



$
33,333Roy H. Fickling

$
5,625


$
63,443


$



$



$
69,068Mark Kessel

$



$
34,200


$



$



$
34,200Arthur Laffer(3)

$
7,937


$
70,193


$



$



$
78,130William D. Schwieterman

$
6,281


$
60,194


$



$



$
66,475William Shiebler

$
175,181


$
47,755


$



$



$
222,936Per-Olof Söderberg(2)

$
4,625


$
10,750


$



$



$
15,375Alastair J.J. Wood

$



$
34,200


$



$



$
34,200     (1)
    
    See Note 1 to our Consolidated Financial Statements
    reported in our Annual Report on Form
    10-K for our
    fiscal year ended December 31, 2009 for details as to the
    assumptions used to determine the fair value of each of the
    stock awards set forth in this table, and Note 3 describing
    all forfeitures during fiscal year 2009. See also our discussion
    of stock-based compensation in our
    Form 10-K
    under Managements Discussion and Analysis of
    Financial Condition and Results of Operations 
    Critical Accounting Policies and Estimates.(2)
    
    Messrs. Citron and Söderberg did not seek reelection
    to the Board of Directors at the 2009 annual meeting.(3)
    
    Effective March 11, 2010, Dr. Laffer resigned as a
    member of the Companys Board of Directors.    Fees.
   18




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##### Table of Contents



Equity Incentives. and/or
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K/A,
  Number of SharesBeneficially Owned and


Percent ofNature of Ownership


Class %David Chaplin(1)


476,850



*Roy Fickling(2)


152,846



*Mark Kessel(3)


27,182,118



39.0
%John Kollins(4)






*Arthur Laffer(5)


519,232



*Peter Langecker






*Jim Murphy(6)


222,500



*William Schwieterman(7)


129,208



*William Shiebler(8)


377,002



*Alastair J.J. Wood


65,000



*All Current directors and executive officers as a group
    (8 persons)(9)


29,124,756



41.4
%  19




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##### Table of Contents



*
    
    Less than 1%.(1)
    
    Includes options to purchase 343,750 shares of common
    stock, which are exercisable within 60 days of
    March 15, 2010 (May 14, 2010).(2)
    
    Includes 20,000 shares of unvested restricted common stock
    granted in 2007, which vest in equal annual installments over a
    four-year period, all of which are subject to transfer and
    forfeiture restrictions.(3)
    
    Indicates 27,117,118 shares of common stock held by
    Symphony ViDA Holdings LLC. Mark Kessel is a Managing Member of
    Symphony GP LLC, which is the general partner of Symphony
    Capital GP, L.P., which is the general partner of Symphony
    Capital Partners, L.P., which is the manager of Symphony ViDA
    Holdings LLC.(4)
    
    Pursuant to Mr. Kollins stock option agreement, all
    of Mr. Kollins unvested options were forfeited on the
    effective date of his termination and his vested options, to the
    extent not exercised, were forfeited as of January 8, 2010.(5)
    
    Includes options to purchase 110,000 shares of common
    stock, which are exercisable within 60 days of
    March 15, 2010 (May 14, 2010).(6)
    
    Includes options to purchase 182,500 shares of common
    stock, which are exercisable within 60 days of
    March 15, 2010 (May 14, 2010).(7)
    
    Includes 20,000 shares of unvested restricted common stock
    granted in 2007, which vest in equal annual installments over a
    four-year period, all of which are subject to transfer and
    forfeiture restrictions.(8)
    
    Includes options to purchase 110,000 shares of common
    stock, which are exercisable within 60 days of
    March 15, 2010 (May 14, 2010).(9)
    
    Includes 40,000 shares of common stock subject to transfer
    restrictions, options to purchase 746,250 shares of common
    stock held by the directors and executive officers as a group
    and which are exercisable within 60 days of March 15,
    2010 (May 14, 2010) and 40,000 shares of unvested
    restricted common stock, all of which were granted in 2007,
    which vest in equal annual installments over a four-year period,
    and which are subject to transfer and forfeiture restrictions.    Number of SharesBeneficially Owned andName and Address of Beneficial Owner

Nature of Ownership


Percent of ClassSymphony ViDA Holdings LLC
    7361 Calhoun Place
    Suite 325
    Rockville, MD 20855


27,182,118



39.0
%    20




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##### Table of Contents



Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forNumber of Securities to be


Weighted-Average


Future Issuance Under EquityIssued Upon Exercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))Equity compensation plans approved by security holders (the 1996
    Stock Incentive Plan)


626,000


$
7.20



Equity compensation plans approved by security holders (the 2005
    Stock Plan)


1,272,750


$
1.82



6,072,070Equity compensation plans not approved by security holders










Total


1,898,750


$
3.60



6,072,070   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    Symphony
    Transaction
         21




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##### Table of Contents



Director
    Independence
    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    2009


2008Audit fees:(1)

$
503,900


$
263,700Audit related:(2)


43,500



1,500Tax Fees:(3)


17,200



31,500All other fees:(4)






Total

$
564,600


$
296,700     (1)
    
    Audit fees consisted of audit work performed in the preparation
    and audit of the annual financial statements, fees for the audit
    of the Companys system of internal control over financial
    reporting, as well as the audit of managements assessment
    of the effectiveness thereof, review of quarterly financial
    statements, as well as work that generally only the independent
    auditor can reasonably be expected to provide, such as the
    provision of consents and comfort letters in connection with the
    filing of registration statements and statutory audits.(2)
    
    Audit-related fees in 2009 consisted of fees for due diligence
    services in connection with our attempted merger with VaxGen
    Inc. as well as fees for access to technical accounting
    information. Audit-related fees in 2008 consisted of fees for
    access to technical accounting information.(3)
    
    Tax fees consisted principally of assistance with tax compliance
    and reporting, as well as certain tax planning consultations.(4)
    
    There were no fees incurred in this category in either 2009 or
    2008. 22




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##### Table of Contents



Policy on
    Audit Committee Pre-Approval of Audit and Permissible
    Non-audit Services of Independent Registered Public Accounting
    Firm
      Audit
  Audit-related
  Tax
  Other Fees
     PART IV  Item 15.
    EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES  Form 10-K
    PageReport 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  23




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##### Table of Contents



Form 10-K/A.
  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. X4
.1

Specimen Common Stock Certificate.*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.
    §4
.7

Amended and Restated Registration Rights Agreement by and
    between the Company and Symphony ViDA Holdings LLC, dated as of
    July 2, 2009. 4
.8

Form of Five-year Warrant, dated as of July 15, 2009.
    4
.9

Form of Short-term Warrant, dated as of July 15, 2009.
    4
.10

Registration Rights Agreement, dated as of March 10, 2010,
    by and among the Company and the Buyers named therein.
    ££££4
.11

Form of Series A Warrant, dated March 10, 2010.
    ££££4
.12

Form of Series B Warrant, dated March 10, 2010.
    ££££4
.13

Form of Series C Warrant, dated March 10, 2010.
    ££££4
.14

Form of Series D Warrant, dated March 10, 2010.
    ££££4
.15

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. ££££4
.16

Form of Exchanged Series D Warrant, dated March 26,
    2010. £££££10
.1

OXiGENE 1996 Stock Incentive Plan, as amended.+@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
.7

Independent Contractor Agreement For Consulting Services, dated
    as of April 1, 2001, between Registrant and David Chaplin
    Consultants, Ltd. #@10
.8

Employment Agreement, dated as of April 1, 2001, between
    the Registrant and Dr. David Chaplin. #@10
.9

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin. #@ 24




---



##### Table of Contents



ExhibitNumber

Description10
.10

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002. #@10
.11

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
.12

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
.13

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999. &10
.14

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002. &10
.15

Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14, 2003.
    &10
.20

Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%@10
.21

Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%10
.22

Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%10
.23

Stockholder Rights Agreement. !!10
.24

OXiGENE 2005 Stock Plan. !!!@10
.25

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.26

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.27

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

Lease Modification Agreement No. 1 by and between The
    Realty Associates Fund III and the Registrant, dated as of
    May 25, 2005. !!!!10
.29

Second Amendment to Lease by and between BP Prospect Place LLC
    and the Registrant, dated as of March 28, 2006. $$10
.30

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.31

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ10
.32

Technology License Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1, 2008.
    §+++10
.33

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
.34

Stock and Warrant Purchase Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008. §+++10
.35

Purchase Option Agreement by and among the Company, Symphony
    ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of
    October 1, 2008. §10
.36

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
.37

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
.38

Form of Indemnification Agreement between the Company and its
    Directors. §§@10
.39

OXiGENE, Inc. Amended and Restated Director Compensation Policy,
    effective January 1, 2010. @10
.40

Separation Agreement between the Company and Dr. Chin,
    dated as of October 22, 2008.§§@10
.41

Amendment No. 3 to Employment Agreement by and among the
    Company and Mr. Citron, dated as of October 22, 2008.
    §§@10
.42

Amendment No. 1 to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 16,
    2008. §§§@ 25




---



##### Table of Contents



ExhibitNumber

Description10
.43

409A Amendment to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of December 30,
    2008. §§§§@10
.44

409A Amendment to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 27,
    2008. §§§§@10
.45

409A Amendment to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of December 30, 2008.
    §§§§@10
.46

409A Amendment to Employment Agreement by and between the
    Company and Dr. Walicke, dated as of December 31,
    2008. §§§§@10
.47

Amendment No. 2 to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of January 20, 2009.
    §§§§@10
.48

Amendment No. 2 to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of January 20, 2009.
    §§§§@10
.49

Research and Development Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008. §§§§+++10
.50

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
.51

Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited
    Liability Company, as Landlord, and the Company, as Tenant,
    dated October 10, 2008. §§§§10
.52

Office Lease Agreement, dated April 21, 2009, between the
    Registrant and King Waltham LLC. §§§§§10
.53

Separation Agreement between OXiGENE and Dr. Walicke dated
    as of June 10, 2009. $$$$@10
.54

Employment Agreement by and between the Company and
    Dr. Langecker, dated as of June 10, 2009. $$$$$@10
.55

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
.56

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
.57

Form of Voting Agreement by and among OXiGENE, Inc., VaxGen,
    Inc. and certain VaxGen stockholders, dated as of
    October 14, 2009. £10
.58

Form of Voting Agreement by and among VaxGen, Inc., OXiGENE,
    Inc., and certain OXiGENE stockholders, dated as of
    October 14, 2009. £10
.59

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
.60

Separation Agreement between OXiGENE, Inc. and John A. Kollins,
    dated as of October 28, 2009. ££@10
.61

Amendment No. 1 to Common Stock Purchase Agreement by and
    between OXiGENE, Inc. and Kingsbridge Capital Limited, dated as
    of February 9, 2010. £££10
.62

Securities Purchase Agreement, dated as of March 10, 2010,
    by and among the Company and the Buyers named therein.
    ££££10
.63

Voting Agreement, dated as of March 10, 2010, by and
    between the Company and Symphony ViDA Holdings LLC.
    ££££10
.64

Form of Amendment and Exchange Agreement, dated as of
    March 25, 2010, by and among the Company and the Investors
    named therein. £££££14
.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).31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a).32
.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  26




---



##### Table of Contents



*
    
    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 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 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. 27




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##### Table of Contents



§§
    
    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.§§§§
    
    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.££££
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on March 11, 2010.£££££
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on March 26, 2010.X
    
    Incorporated by reference to the Registrants Annual
    Report on
    Form 10-K,
    filed on March 16, 2010.+++
    
    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.(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. 28




---



##### Table of Contents



SIGNATURES
  Form 10-K/A
    By:
    /s/  Peter
    J. Langecker      29




---



##### 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. X4
.1

Specimen Common Stock Certificate.*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.
    §4
.7

Amended and Restated Registration Rights Agreement by and
    between the Company and Symphony ViDA Holdings LLC, dated as of
    July 2, 2009. 4
.8

Form of Five-year Warrant, dated as of July 15, 2009.
    4
.9

Form of Short-term Warrant, dated as of July 15, 2009.
    4
.10

Registration Rights Agreement, dated as of March 10, 2010,
    by and among the Company and the Buyers named therein.
    ££££4
.11

Form of Series A Warrant, dated March 10, 2010.
    ££££4
.12

Form of Series B Warrant, dated March 10, 2010.
    ££££4
.13

Form of Series C Warrant, dated March 10, 2010.
    ££££4
.14

Form of Series D Warrant, dated March 10, 2010.
    ££££4
.15

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. ££££4
.16

Form of Exchanged Series D Warrant, dated March 26,
    2010. £££££10
.1

OXiGENE 1996 Stock Incentive Plan, as amended.+@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
.7

Independent Contractor Agreement For Consulting Services, dated
    as of April 1, 2001, between Registrant and David Chaplin
    Consultants, Ltd. #@10
.8

Employment Agreement, dated as of April 1, 2001, between
    the Registrant and Dr. David Chaplin. #@10
.9

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

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002. #@10
.11

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. # 30




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##### Table of Contents



ExhibitNumber

Description10
.12

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
.13

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999. &10
.14

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002. &10
.15

Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14, 2003.
    &10
.20

Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%@10
.21

Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%10
.22

Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%10
.23

Stockholder Rights Agreement. !!10
.24

OXiGENE 2005 Stock Plan. !!!@10
.25

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.26

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.27

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

Lease Modification Agreement No. 1 by and between The
    Realty Associates Fund III and the Registrant, dated as of
    May 25, 2005. !!!!10
.29

Second Amendment to Lease by and between BP Prospect Place LLC
    and the Registrant, dated as of March 28, 2006. $$10
.30

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.31

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ10
.32

Technology License Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1, 2008.
    §+++10
.33

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
.34

Stock and Warrant Purchase Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008. §+++10
.35

Purchase Option Agreement by and among the Company, Symphony
    ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of
    October 1, 2008. §10
.36

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
.37

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
.38

Form of Indemnification Agreement between the Company and its
    Directors.§§@10
.39

OXiGENE, Inc. Amended and Restated Director Compensation Policy,
    effective January 1, 2010. @10
.40

Separation Agreement between the Company and Dr. Chin,
    dated as of October 22, 2008.§§@10
.41

Amendment No. 3 to Employment Agreement by and among the
    Company and Mr. Citron, dated as of October 22, 2008.
    §§@10
.42

Amendment No. 1 to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 16,
    2008. §§§@10
.43

409A Amendment to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of December 30,
    2008. §§§§@10
.44

409A Amendment to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 27,
    2008. §§§§@ 31




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##### Table of Contents



ExhibitNumber

Description10
.45

409A Amendment to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of December 30, 2008.
    §§§§@10
.46

409A Amendment to Employment Agreement by and between the
    Company and Dr. Walicke, dated as of December 31,
    2008. §§§§@10
.47

Amendment No. 2 to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of January 20, 2009.
    §§§§@10
.48

Amendment No. 2 to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of January 20, 2009.
    §§§§@10
.49

Research and Development Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008. §§§§+++10
.50

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
.51

Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited
    Liability Company, as Landlord, and the Company, as Tenant,
    dated October 10, 2008. §§§§10
.52

Office Lease Agreement, dated April 21, 2009, between the
    Registrant and King Waltham LLC. §§§§§10
.53

Separation Agreement between OXiGENE and Dr. Walicke dated
    as of June 10, 2009. $$$$@10
.54

Employment Agreement by and between the Company and
    Dr. Langecker, dated as of June 10, 2009. $$$$$@10
.55

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
.56

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
.57

Form of Voting Agreement by and among OXiGENE, Inc., VaxGen,
    Inc. and certain VaxGen stockholders, dated as of
    October 14, 2009. £10
.58

Form of Voting Agreement by and among VaxGen, Inc., OXiGENE,
    Inc., and certain OXiGENE stockholders, dated as of
    October 14, 2009. £10
.59

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
.60

Separation Agreement between OXiGENE, Inc. and John A. Kollins,
    dated as of October 28, 2009. ££@10
.61

Amendment No. 1 to Common Stock Purchase Agreement by and
    between OXiGENE, Inc. and Kingsbridge Capital Limited, dated as
    of February 9, 2010. £££10
.62

Securities Purchase Agreement, dated as of March 10, 2010,
    by and among the Company and the Buyers named therein.
    ££££10
.63

Voting Agreement, dated as of March 10, 2010, by and
    between the Company and Symphony ViDA Holdings LLC.
    ££££10
.64

Form of Amendment and Exchange Agreement, dated as of
    March 25, 2010, by and among the Company and the Investors
    named therein. £££££14
.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).31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a).32
.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. 32




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##### Table of Contents



***
    
    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 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 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 Current
    Report on
    Form 8-K,
    filed on December 22, 2008.§§§§
    
    Incorporated by reference to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2008. 33




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##### Table of Contents



§§§§§
    
    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.££££
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on March 11, 2010.£££££
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on March 26, 2010.X
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K,
    filed on March 16, 2010.+++
    
    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.(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. 34