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

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

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

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

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

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    Common Stock Purchase Rights

The NASDAQ Stock Market, LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of class)
      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K, Form 10-K. o
    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.




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




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##### 



TABLE OF
    CONTENTS
   
 PART I


2ITEM 1.


BUSINESS


2INTRODUCTION


2TECHNOLOGY OVERVIEWRESEARCH AND DEVELOPMENT AND COLLABORATIVE
    ARRANGEMENTS


10REGULATORY MATTERS


11PATENTS AND TRADE SECRETS


19COMPETITION


19EMPLOYEES


20SCIENTIFIC AND ADVISORY BOARD AND CLINICAL TRIAL
    ADVISORY BOARD


20ITEM 1A.


RISK FACTORS


21ITEM 1B.


UNRESOLVED STAFF COMMENTS


30ITEM 2.


PROPERTIES


30ITEM 3.


LEGAL PROCEEDINGS


30ITEM 4.


RESERVED


30PART II


31ITEM 5.


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


31ITEM 6.


SELECTED FINANCIAL DATA


32ITEM 7.


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


33OVERVIEW


33RESULTS OF OPERATIONS


47LIQUIDITY AND CAPITAL RESOURCES


52ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


55ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


56ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


56ITEM 9A.


CONTROLS AND PROCEDURES


56ITEM 9B.


OTHER INFORMATION


57PART III


57ITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


57ITEM 11.


EXECUTIVE COMPENSATION


57ITEM 12.


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


57ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE


58ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


58PART IV


58ITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


58EX-3.6EX-23.1EX-31.1EX-31.2EX-32.1   1




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PART I  ITEM 1.
    BUSINESS INTRODUCTION  (650) 635-7000.
  ZYBRESTAT
    for Oncology
  FALCON
    (fosbretabulin in advanced lung oncology) trial 
    randomized, controlled Phase II study with ZYBRESTAT in
    non-small cell lung cancer
      FACT
    (fosbretabulin in anaplastic cancer of the thyroid)
    trial  Phase 2/3 study with ZYBRESTAT in anaplastic
    thyroid cancer (ATC)
     2




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and/or
    Phase II
    trial with ZYBRESTAT in platinum-resistant ovarian
    cancer
      
    aggressive and
    difficult-to-treat
    malignancies;
    use in combination with chemotherapy in a variety of solid
    tumors, particularly those in which carboplatin
    and/or
    paclitaxel chemotherapy are commonly used; and
    use in combination with commonly used anti-angiogenic drugs,
    such as bevacizumab, that act via VEGF pathway inhibition, in
    various solid tumor indications.    BLOOD,
  OXi4503,
    a unique, second generation VDA for oncology
    indications
     3




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ZYBRESTAT
    for Ophthalmology
    proof-of-mechanism
    
    determine the therapeutic utility of ZYBRESTAT in PCV, visualize
    the effect of ZYBRESTAT on the vasculature of the polyps
    associated with PCV;
    determine blood concentrations of drug required for activity in
    humans and thereby estimate, with the benefit of preclinical
    data, an appropriate dose of topically-administered ZYBRESTAT to
    be evaluated in subsequent human clinical studies; and
    further evaluate the feasibility of developing a topical
    formulation of ZYBRESTAT for ophthalmological indications.   4




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
    decrease the requirement for or possibly even replace the use of
    medications injected into the eye;
    have utility for treating patients with newly developed
    and/or less
    severe forms of neovascular ophthalmological diseases and
    conditions, which could potentially prevent these patients from
    developing active
    and/or
    severe forms of the disease that result in vision loss; and
    have utility in patients with neovascular ophthalmological
    diseases and conditions that do not respond well to treatment
    with currently available therapeutics.  OXiGENEs
    Development Programs and Product Candidates
    ZYBRESTAT
    for Oncology
  Study Design andIndication

Number of Subjects (n)

Regimen

Sponsor

StatusAnaplasticThyroid
    Cancer (ATC)

FACT Trial - Phase
    II/III Randomized,
    Controlled Pivotal
    Registration Study
    (n=180) Enrollment
    terminated at 78
    patients in Jan 2010)

carboplatin +
    paclitaxel ±
    ZYBRESTAT

OXiGENE

Enrollment
    Discontinued;
    Patients to
    be treated
    until study
    termination.1st-line Non-small
    Cell Lung Cancer (NSCLC)

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

carboplatin +
    paclitaxel +
    bevacizumab ±
    ZYBRESTAT

OXiGENE

EnrollingPlatinum-resistant
    Ovarian Cancer

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

ZYBRESTAT +
    carboplatin +
    paclitaxel

Cancer Research UK

Complete  5




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OXi4503
    for Oncology
  Study Design andIndication

Number of Subjects (n)

Regimen

Sponsor

StatusRefractory Solid Tumors

Phase I Dose-Escalation Study

OXi4503

Cancer Research UK

EnrollingHepatic Tumors

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

OXi4503

OXiGENE

EnrollingAdditional Oncology Indication

PhaseIDose-Escalation Study

OXi4503

OXiGENE

Planned for 2010   ZYBRESTAT
    for Ophthalmology
  Study Design andIndication

Number of Subjects (n)

Regimen

Sponsor

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

Phase II
    Randomized,
    Double-Masked,
    Placebo-controlled,
    Single-dose Study (n=40)

ZYBRESTAT
    (intravenous-route)

OXiGENE

Enrolling   Collaborations
    and Recent Developments
  Symphony
    Transaction
           6




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Merger
    Agreement with VaxGen, Inc.
    Company
    Background
  (650) 635-7000, (650) 635-7001). Form 10-K, Form 10-Q, Form 8-K,
  VASCULAR
    DISRUPTING AGENTS: ANTI-VASCULAR THERAPEUTICS THAT ADDRESS A
    LARGE POTENTIAL MARKET OPPORTUNITY
       7




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Science
     8




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1ST-Generation

    Anti-Vascular Drugs

2ND-Generation

    Anti-Vascular DrugsAnti-AngiogenicDrugs (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 which are chronic in agent (e.g., transient and
    manageable hypertension)Mostly non-overlapping with anti-angiogenicsCompare favorably with anti-angiogenics     In vitro
 9




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Journal of Clinical Investigation
    mechanism-of-action. 10-20%
  Preclinical
    Discovery Research
  and/or
 RESEARCH
    AND DEVELOPMENT AND COLLABORATIVE ARRANGEMENTS   10




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day-to-day
  
    Baylor University, Waco, Texas;
    Beth Israel Deaconess Medical Center, Boston, Massachusetts;
    University of Oxford, Oxford United Kingdom; and
    University College London, London, United Kingdom.    and/or
 REGULATORY
    MATTERS  Government
    Regulation and Product Approval
    U.S.
    Drug Development Process
   11




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
    completion of pre-clinical laboratory tests, animal studies and
    formulation studies according to Good Laboratory Practices or
    other applicable regulations;
    submission to the FDA of an investigational new drug
    application, or IND, which must become effective before human
    clinical trials may begin;
    performance of adequate and well-controlled human clinical
    trials according to Good Clinical Practices to establish the
    safety and efficacy of the proposed drug for its intended use;
    submission to the FDA of an NDA;
    satisfactory completion of an FDA inspection of the
    manufacturing facility or facilities at which the drug is
    produced to assess compliance with current good manufacturing
    practice, or cGMP, to assure that the facilities, methods and
    controls are adequate to preserve the drugs identity,
    strength, quality and purity;
    satisfactory completion of FDA inspections of clinical sites and
    GLP toxicology studies; and
    FDA review and approval of the NDA.    30-day
        
    Phase 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 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. 12




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
    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
       13




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Patent
    Term Restoration and Marketing Exclusivity
   14




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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
     15




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Expedited
    Review and Approval
  and/or
  and/or
  Post-Approval
    Requirements
   16




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direct-to-consumer direct-to-consumer
  Foreign
    Regulation
     17




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Reimbursement
         18




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PATENTS
    AND TRADE SECRETS  and/or
  A-4
 COMPETITION   19




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EMPLOYEES   SCIENTIFIC
    ADVISORY BOARD AND CLINICAL TRIAL ADVISORY BOARD      HILARY CALVERT, MB,
  JEFFREY S. HEIER, M.D. Co-Director
  STANLEY KAYE, M.D., BSc,
  HAKAN MELLSTEDT, M.D., Ph.D. (Chairman)
  LEE S. ROSEN, M.D.
  GORDON RUSTIN, M.D.
  JAN B. VERMORKEN, M.D., Ph.D.
 20




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ADRIAN L. HARRIS, M.D.
  ROBERT S. KERBEL, Ph.D.
  DIETMAR W. SIEMANN, Ph.D. (Chairman)
  out-of-pocket
  ITEM 1A.
    RISK
    FACTORS      We
    will be required to raise additional funds to finance our
    operations and remain a going concern; we may not be able to do
    so when necessary, and/or the terms of any financings may not be
    advantageous to us.
    Phase 2/3
   21




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We
    have a history of losses, and we anticipate that we will
    continue to incur losses in the future.
   22




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Our
    committed equity financing facility with Kingsbridge may not be
    available to us. If we elect to make a draw down, we may be
    required to make additional blackout or other
    payments to Kingsbridge, which may result in dilution to our
    stockholders.
        In
    April 2009, we initiated an internal review of matters
    pertaining to our quality, vendor oversight and regulatory
    compliance systems, practices and procedures relating to the
    conduct of clinical trials sponsored by us. While we believe
    that the actions taken by us in connection with this review have
    substantially improved our systems, practices and procedures, we
    cannot assure you that these measures will fully prevent any
    future quality, vendor management or regulatory compliance
    issues.
   23




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
    selection and oversight of vendors to our clinical trial-related
    services;
    maintenance and management of databases containing safety and
    other data from clinical trials, the timely reporting of any
    issues raised from the review of safety and other data to
    applicable regulatory authorities, institutional review boards
    and ethics committees, and data safety monitoring committees;
    oversight of the monitoring of clinical trial sites by outside
    vendors and the review of and response to periodic monitoring
    reports;
    training of clinical trial investigators and site personnel;
    establishing adequate standard operating procedures, or SOPs,
    and internal staff training in such procedures to ensure
    appropriate adherence to applicable quality and compliance
    standards; and
    allocation of resources to our Quality/Compliance Department.      We may
    fail to select or capitalize on the most scientifically,
    clinically or commercially promising or profitable indications
    or therapeutic areas for our product candidates or those that
    are in-licensed.
   24




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Our
    product candidates have not completed clinical trials, and may
    never demonstrate sufficient safety and efficacy in order to do
    so.
    We
    depend heavily on our executive officers, directors, and
    principal consultants and the loss of their services would
    materially harm its business.
    Our
    industry is highly competitive, and its products may become
    technologically obsolete.
  and/or
 25




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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 its 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
  and/or and/or and/or and/or
 26




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If
    third parties on which we rely for clinical trials do not
    perform as contractually required or as we expect, we may not be
    able to obtain regulatory approval for or commercialize its
    product candidates.
    Our
    products may result in product liability exposure, and it is
    uncertain whether our insurance coverage will be sufficient to
    cover all claims.
    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.
   27




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We
    have no manufacturing capacity, and have relied and expect to
    continue to rely on third-party manufacturers to produce its
    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
    the possible termination or non-renewal of the agreement by the
    third party, based on our own business priorities, at a time
    that is costly or inconvenient for us.       28




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Our
    restated certificate of incorporation, our amended and restated
    by-laws, our stockholder rights agreement and Delaware law could
    deter a change of our management which could discourage or delay
    offers to acquire it.
    The
    uncertainty associated with pharmaceutical reimbursement and
    related matters may adversely affect our business.
  and/or
    The
    price of our common stock is volatile, and is likely to continue
    to fluctuate due to reasons beyond its control.
   29




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    RESERVED 30




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Fiscal Year 2009

Fiscal Year 2008High

Low

High

LowFirst Quarter

$
0.89


$
0.52


$
2.55


$
1.71Second Quarter

$
2.78


$
0.71


$
1.98


$
1.14Third Quarter

$
2.37


$
1.31


$
1.58


$
1.05Fourth Quarter

$
1.70


$
1.01


$
1.63


$
0.60        31




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ITEM 6.
    SELECTED
    FINANCIAL DATA  SUMMARY
    FINANCIAL INFORMATION
  Form 10-K.
  Years Ended December 31,2009


2008


2007


2006


2005(Amounts In thousands except per share amounts)STATEMENT OF OPERATIONS DATA:License revenue

$



$
12


$
12


$



$
1Operating costs and expenses:Research and development


22,256



18,995



14,511



11,213



7,253General and administrative


8,900



6,957



7,774



6,703



5,796Total operating costs and expenses


31,156



25,952



22,285



17,916



13,049Operating loss


(31,156
)


(25,940
)


(22,273
)


(17,916
)


(13,048
)Change in fair value of warrants


2,166



3,335











Investment income


110



618



1,955



2,502



1,135Other income (expense), net


(63
)


66



(71
)


(43
)


4Consolidated net loss


(28,943
)


(21,921
)


(20,389
)


(15,457
)


(11,909
)Loss attributed to noncontrolling interest


(4,215
)


(520
)










Net loss attributed to OXiGENE, Inc.


(24,728
)


(21,401
)


(20,389
)


(15,457
)


(11,909
)Excess purchase price over carrying value of noncontrolling
    interest acqueired in Symphony ViDA, Inc.

$
(10,383
)

$



$



$



$
Net loss applicable to common stock

$
(35,111
)

$
(21,401
)

$
(20,389
)

$
(15,457
)

$
(11,909
)Basic and diluted net loss per share attributed to OXiGENE, Inc.
    common shares

$
(0.66
)

$
(0.70
)

$
(0.73
)

$
(0.56
)

$
(0.61
)Weighted average number of common shares outstanding


53,414



30,653



27,931



27,626



19,664   32




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As of December 31,2009

2008

2007

2006

2005BALANCE SHEET DATA:Cash, restricted cash and equivalents and
    available-for-sale
    securities

$
14,072


$
18,918


$
28,438


$
45,839


$
58,855Marketable securities held by Symphony ViDA, Inc., restricted






14,663











Working capital


6,356



28,320



23,880



42,083



52,667Total assets


15,617



35,031



30,064



47,642



60,268Total liabilities


9,818



6,292



5,207



4,222



3,734Accumulated deficit


(183,930
)


(159,202
)


(137,801
)


(117,412
)


(101,955
)Noncontrolling Interest






9,432











Total stockholders equity

$
5,799


$
28,739


$
24,857


$
43,420


$
56,534       ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS   OVERVIEW  (650) 635-7000.
 33




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ZYBRESTAT
    for Oncology
  FALCON
    trial  randomized, controlled Phase II study
    with ZYBRESTAT in non-small cell lung cancer
      FACT
    (fosbretabulin in anaplastic cancer of the thyroid)
    trial  Phase 2/3 study with ZYBRESTAT in anaplastic
    thyroid cancer (ATC)
    2 3
  and/or
    Phase II
    trial with ZYBRESTAT in platinum-resistant ovarian
    cancer
   34




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
    aggressive and
    difficult-to-treat
    malignancies;
    use in combination with chemotherapy in a variety of solid
    tumors, particularly those in which carboplatin
    and/or
    paclitaxel chemotherapy are commonly used; and
    use in combination with commonly used anti-angiogenic drugs,
    such as bevacizumab, that act via VEGF pathway inhibition, in
    various solid tumor indications.    BLOOD,
  OXi4503,
    a unique, second generation VDA for oncology
    indications
      ZYBRESTAT
    for Ophthalmology
   35




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




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
    decrease the requirement for or possibly even replace the use of
    medications injected into the eye;
    have utility for treating patients with newly developed
    and/or less
    severe forms of neovascular ophthalmological diseases and
    conditions, which could potentially prevent these patients from
    developing active
    and/or
    severe forms of the disease that result in vision loss; and
    have utility in patients with neovascular ophthalmological
    diseases and conditions that do not respond well to treatment
    with currently available therapeutics.  Financial
    Resources
          2 3
    and/or
 37




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38




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project-by-project
  Critical
    Accounting Policies and Significant Judgments and
    Estimates
      Initial
    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.   39




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Acquisition
    of ViDA pursuant to an Amended and Restated Purchase Option
    Agreement
           40




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Consolidation
    of Variable Interest Entity (VIE)
        Accounting
    and Reporting of Noncontrolling Interests
    Acquisition of
    ViDA pursuant to an Amended and Restated Purchase Option
    Agreement
  Committed
    Equity Financing Facility (CEFF) with Kingsbridge
    Capital Limited
     41




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Accounting
    for Derivative Financial Instruments Indexed to and Potentially
    Settled in the Companys Common Stock
             42




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Direct
    Registration Warrants
    Form S-3 No. 333-155371).
  Reclassifications
    Use of
    Estimates
    Concentration
    of Credit Risk
   43




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Cash,
    Restricted Cash and Cash Equivalents
    Available-for-Sale
    Securities
  available-for-sale. Available-for-sale available-for-sale other-than-temporary available-for-sale available-for-sale other-than-temporarily
  Accrued
    Clinical Costs
    Impairment
    of Long-lived Assets
   44




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##### Table of Contents



Stock-Based
    Compensation
    
    the stock option exercise price,
    the expected term of the option,
    the grant date price of our common stock, which is issuable upon
    exercise of the option,
    the expected volatility of our common stock,
    the expected dividends on our common stock (we do not anticipate
    paying dividends in the foreseeable future), and
    the risk free interest rate for the expected option term.               45




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##### Table of Contents



Employee
    Stock Purchase Plan
    Recent
    Accounting Pronouncements
  The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles, a replacement of FASB
    Statement No. 162
  Business Combinations Business Combinations
  Subsequent Events Subsequent Events
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51 Consolidation
  Other-Than-Temporary other-than-temporary
 46




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##### Table of Contents



RESULTS
    OF OPERATIONS  Years
    ended December 31, 2009 and 2008
  Revenues
      Costs
    and Expenses
    2009


2008% of Total





% of TotalOperating





Operating


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%Research and development

$
22,256



71
%

$
18,995



73
%

$
3,261



17
%General and administrative


8,900



29
%


6,957



27
%


1,943



28
%Total operating expenses

$
31,156



100
%

$
25,952



100
%

$
5,204



20
%   Research
    and development expenses
    Twelve Months Ended Dec 31,2009


2008


Increase% of Total





% of Total


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%External services


13,233



59
%


13,273



69
%

$
(40
)


0
%Employee compensation and related


7,693



35
%


4,490



24
%


3,203



71
%Stock-based compensation


185



1
%


337



2
%


(152
)


(45
)%Facilities and related


726



3
%


561



3
%


165



29
%Other


419



2
%


334



2
%


85



25
%Total research and development

$
22,256



100
%

$
18,995



100
%

$
3,261



17
%    47




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##### Table of Contents



General
    and administrative expenses
    2009


2008


Increase% of Total





% of Total


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%Employee compensation and related

$
3,165



35
%

$
2,604



37
%

$
561



22
%Stock-based compensation

$
273



3
%


663



10
%

$
(390
)


(59
)%Consulting and professional services

$
4,409



50
%


2,498



36
%

$
1,911



77
%Facilities and related

$
294



3
%


354



5
%

$
(60
)


(17
)%Other

$
759



9
%


838



12
%

$
(79
)


(9
)%Total general and administrative

$
8,900



100
%

$
6,957



100
%

$
1,943



28
%        48




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##### Table of Contents



Other
    Income and Expenses
    Increase(Decrease)2009


2008


Amount


%Gain from change in fair value of warrants and other financial
    instruments





$
2,166


$
3,335


$
(1,169
)


(35
)%Investment income






110



618



(508
)


(82
)%Other income (expense), net






(63
)


66



(129
)


(195
)%Total





$
2,213


$
4,019


$
(1,806
)


(45
)%     Accounting
    for Derivative Financial Instruments Indexed to and Potentially
    Settled in the Companys Common Stock,
        Restructuring
    Plan
    
    We will continue to advance our high-priority Phase 2 ZYBRESTAT
    trial in non-small cell lung cancer (FALCON study), with updated
    safety and efficacy results anticipated for presentation at the
    upcoming American Society of Clinical Oncology (ASCO) meeting in
    June 2010.
    We plan to stop further enrollment in the Phase 2/3 FACT
    clinical trial in anaplastic thyroid cancer (ATC), but will
    continue to treat and follow all patients who are currently
    enrolled. A survival analysis is anticipated in early 2011. We
    expect this plan to optimize our ability to gain useful
    additional insight into ZYBRESTATs antitumor activity
    earlier than the previously anticipated timeline, while also
    reducing cash utilization in 2010 and subsequent years.
    The OXi4503 Phase 1b trial in patients with hepatic tumors will
    continue with an interim analysis expected in mid-2010. 49




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##### Table of Contents




    The Phase 2 FAVOR study of ZYBRESTAT in polypoidal choroidal
    vasculopathy (PCV), a form of macular degeneration, will
    continue with an interim analysis expected in the first half of
    2010.
    Future development decisions concerning the OXi4503 program and
    the ZYBRESTAT for ophthalmology program will be made following
    these analyses and additional review by our management and board
    of directors.
    In addition, we reduced our workforce by 20 employees or
    approximately 49%  Tax
    Matters
    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

$
18,995



73
%

$
14,511



65
%

$
4,484



31
%General and administrative


6,957



27
%


7,774



35
%


(817
)


(11
)%Total operating expenses

$
25,952



100
%

$
22,285



100
%

$
3,667



16
%  50




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##### Table of Contents



Research
    and development expenses
    2008


2007% of Total





% of TotalResearch &





Research &Development





Development


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%External services

$
13,273



69
%

$
9,552



66
%


3,721



39
%Employee compensation and related


4,490



24
%


3,939



27
%

$
551



14
%Stock-based compensation


337



2
%


320



2
%


17



5
%Facilities related


561



3
%


381



3
%


180



47
%Other


334



2
%


319



2
%


15



5
%Total research and development

$
18,995



100
%

$
14,511



100
%

$
4,484



31
%   ®
    General
    and administrative expenses
    2008


2007% of Total





% of TotalGeneral &





General &Administrative





Administrative


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%Employee compensation and related

$
2,604



37
%

$
2,574



33
%

$
30



1
%Stock-based compensation


663



10
%


1,472



19
%


(809
)


(55
)%Consulting and professional services


2,498



36
%


2,326



30
%


172



7
%Facilities related


354



5
%


346



4
%


8



2
%Other


838



12
%


1,056



14
%


(218
)


(21
)%Total general and administrative

$
6,957



100
%

$
7,774



100
%

$
(817
)


(11
)%  51




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##### Table of Contents



Other
    Income and Expenses
    available-for-sale
 LIQUIDITY
    AND CAPITAL RESOURCES   52




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##### Table of Contents



Years Ended December 31,2009


2008


2007Operating activities:Net loss


(24,728
)

$
(21,401
)

$
(20,389
)Non-cash adjustments to net loss


(5,369
)


(2,701
)


1,912Changes in operating assets and liabilities


1,502



704



1,293Net cash used in operating activities


(28,595
)


(23,398
)


(17,184
)Investing activities:Net (increase) decrease in
    available-for-sale
    securities


753



19,142



10,275(Increase) decrease from
    available-for-sale
    securities held by Symphony, ViDA Inc.


2,286



(14,663
)


Purchase of furniture, fixtures and equipment


(109
)


(113
)


(95
)Other


4



137



(156
)Net cash provided by (used in) investing activities


2,934



4,503



10,024Financing activities:Proceeds from direct registration of common stock issuance, net
    of acquisition costs


9,029







Proceeds from issuance of common stock, net of fees


12,289



14,691



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






13,952



Net cash provided by financing activities


21,318



28,643



Increase (Decrease) in cash and cash equivalents


(4,343
)


9,748



(7,160
)Cash and cash equivalents at beginning of year


18,275



8,527



15,687Cash and cash equivalents at end of year

$
13,932


$
18,275


$
8,527          53




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##### Table of Contents



and/or
   54




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##### Table of Contents



Contractual
    Obligations
    Less Than


1-3


4-5


After 5Total


1 Year


Years


Years


YearsClinical development and related committements

$
9,436


$
8,681


$
744


$
11


$
Operating Leases


1,999



795



1,069



135



Total contractual cash obligations

$
11,435


$
9,476


$
1,813


$
146



       ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     55




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of our Disclosure Controls and Procedures
  Form 10-K, Rules 13a-15(e) 15d-15(e))
  Changes
    in Internal Control over Financial Reporting
    Management
    Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
    Important
    Considerations
   56




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION    FOR

Against

AbstainProposals

Number of Shares

Number of Shares

Number of SharesProposal 1


37,213,643



184,626



270,185Proposal 2


44,171,282



628,859



313,453Proposal 3


43,821,919



881,181



410,494    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   57




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##### 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.
  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
.2

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

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

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

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

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

Form of Five-year Warrant, dated as of July 15, 2009.
     58




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##### Table of Contents



ExhibitNumber

Description4
.8

Form of Short-term Warrant, dated as of July 15, 2009.
    10
.1

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

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

Office Lease, dated February 28, 2000, between the
    Registrant and Charles River Business Center Associates, L.L.C.
    ###10
.4

Research Collaboration and License Agreement, dated as of
    December 15, 1999, between OXiGENE Europe AB and
    Bristol-Myers Squibb Company.++10
.5

Independent Contractor Agreement For Consulting Services, dated
    as of April 1, 2001, between Registrant and David Chaplin
    Consultants, Ltd. #@10
.6

Employment Agreement, dated as of April 1, 2001, between
    the Registrant and Dr. David Chaplin. #@10
.7

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin. #@10
.8

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002. #@10
.9

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
.10

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
.11

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999. &10
.12

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002. &10
.13

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

Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%@10
.15

Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%10
.16

Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%10
.17

Stockholder Rights Agreement dated as of March 24, 2005,
    between the Company and American Stock Transfer a
    Trust Company . !!10
.18

OXiGENE 2005 Stock Plan. !!!@10
.19

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.20

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.21

Form of Restricted Stock Agreement under OXiGENE 2005 Stock
    Plan. $@10
.22

Lease Modification Agreement No. 1 by and between The
    Realty Associates Fund III and the Registrant, dated as of
    May 25, 2005. !!!!10
.23

Second Amendment to Lease by and between BP Prospect Place LLC
    and the Registrant, dated as of March 28, 2006. $$10
.24

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.25

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ10
.26

Technology License Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1, 2008.
    §+++ 59




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##### Table of Contents



ExhibitNumber

Description10
.27

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
.28

Stock and Warrant Purchase Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008. §+++10
.29

Purchase Option Agreement by and among the Company, Symphony
    ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of
    October 1, 2008. §10
.30

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
.31

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
.32

Form of Indemnification Agreement between the Company and its
    Directors.§§@10
.33

OXiGENE, Inc. Amended and Restated Director Compensation Policy,
    effective January 1, 2010. X@10
.34

Separation Agreement between the Company and Dr. Chin,
    dated as of October 22, 2008.§§@10
.35

Amendment No. 3 to Employment Agreement by and among the
    Company and Mr. Citron, dated as of October 22, 2008.
    §§@10
.36

Amendment No. 1 to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 16,
    2008. §§§@10
.37

409A Amendment to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of December 30,
    2008. §§§§@10
.38

409A Amendment to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 27,
    2008. §§§§@10
.39

409A Amendment to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of December 30, 2008.
    §§§§@10
.40

409A Amendment to Employment Agreement by and between the
    Company and Dr. Walicke, dated as of December 31,
    2008. §§§§@10
.41

Amendment No. 2 to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of January 20, 2009.
    §§§§@10
.42

Amendment No. 2 to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of January 20, 2009.
    §§§§@10
.43

Research and Development Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008. §§§§+++10
.44

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
.45

Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited
    Liability Company, as Landlord, and the Company, as Tenant,
    dated October 10, 2008. §§§§10
.46

Office Lease Agreement, dated April 21, 2009, between the
    Registrant and King Waltham LLC. §§§§§10
.47

Separation Agreement between OXiGENE and Dr. Walicke dated
    as of June 10, 2009. $$$$@10
.48

Employment Agreement by and between the Company and
    Dr. Langecker, dated as of June 10, 2009. $$$$$@10
.49

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
.50

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
.51

Form of Voting Agreement by and among OXiGENE, Inc., VaxGen,
    Inc. and certain VaxGen stockholders, dated as of
    October 14, 2009. £10
.52

Form of Voting Agreement by and among VaxGen, Inc., OXiGENE,
    Inc., and certain OXiGENE stockholders, dated as of
    October 14, 2009. £ 60




---



##### Table of Contents



ExhibitNumber

Description10
.53

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
.54

Separation Agreement between OXiGENE, Inc. and John A. Kollins,
    dated as of October 28, 2009. ££@10
.55

Amendment No. 1 to Common Stock Purchase Agreement by and
    between OXiGENE, Inc. and Kingsbridge Capital Limited, dated as
    of February 9, 2010. £££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). X31
.2

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

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    X     *
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (file
    no. 33-64968)
    and any amendments thereto.**
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1996.***
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1997.****
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1999.#
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2002.##
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002.###
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 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. 61




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##### Table of Contents



!
    
    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.§§§§§
    
    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.+++
    
    Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the Securities and Exchange Commission.@
    
    Management contract or compensatory plan or arrangement.X
    
    Filed with this report.(1)
    
    Pursuant to Item 601(b)(2) of
    Regulation S-K,
    certain schedules and/or exhibits have been omitted from the
    Agreement and Plan of Merger. OXiGENE will furnish copies of any
    such schedules or exhibits to the Securities and Exchange
    Commission upon request. 62




---



##### Table of Contents



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

Title

Date/s/  William
    N. ShieblerWilliam
    N. Shiebler

Chairman of the Board and Director

March  16, 2010/s/  Peter
    J. LangeckerPeter
    J. Langecker

Chief Executive Officer (Principal executive officer)

March  16, 2010/s/  James
    B. MurphyJames
    B. Murphy

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

March 16, 2010/s/  Roy
    H. FicklingRoy
    H. Fickling

Director

March 16, 2010/s/  William
    D. SchwietermanWilliam
    D. Schwieterman

Director

March 16, 2010/s/  Mark
    KesselMark
    Kessel

Director

March 16, 2010/s/  Alastair
    J.J. WoodAlastair
    J.J. Wood M.D.

Director

March 16, 2010  63




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##### Table of Contents



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


F-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-27  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
  As of December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
13,932


$
18,275Restricted cash


140



Available-for-sale
    securities






643Marketable securities held by Symphony ViDA, Inc., restricted






14,663Prepaid expenses and other current assets


752



505Total current assets


14,824



34,086Furniture and fixtures, equipment and leasehold improvements


1,515



1,456Accumulated depreciation


(1,332
)


(1,255
)183



201License agreements, net of accumulated amortization of $1,016
    and $919 at December 31, 2009 and December 31, 2008,
    respectively


484



581Other assets


126



163Total assets

$
15,617


$
35,031LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,181


$
1,744Accrued research and development


4,753



3,416Accrued other


1,684



606Derivative liability short term


850



Total current liabilities


8,468



5,766Derivative liability long term


1,350



466Rent loss accrual






60Total liabilities


9,818



6,292Commitments and contingencies (Note 6)OXiGENE, Inc. Stockholders equity:Preferred Stock, $0.01 par value, 15,000 shares
    authorized; 0 shares issued and outstanding at
    December 31, 2009 and December 31, 2008






Common Stock, $0.01 par value, 150,000 shares
    authorized; 62,738 shares at December 31, 2009 and
    46,293 shares at December 31, 2008 issued and
    outstanding


627



463Additional paid-in capital


189,102



178,156Accumulated deficit


(183,930
)


(159,202
)Accumulated other comprehensive (loss)






(110
)Total OXiGENE, Inc. stockholders equity


5,799



19,307Noncontrolling interest






9,432Total equity


5,799



28,739Total liabilities and stockholders equity

$
15,617


$
35,031    F-3




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##### Table of Contents



OXiGENE,
    Inc.Consolidated Statements of
    Operations(All amounts in thousands,
    except per share amounts)
  Year Ended December 31,2009


2008


2007License Revenue:

$



$
12


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

$
22,256


$
18,995


$
14,511General and administrative


8,900



6,957



7,774Total operating costs and expenses


31,156



25,952



22,285Loss from operations


(31,156
)


(25,940
)


(22,273
)Gain from change in fair value of warrants and other financial
    instruments


2,166



3,335



Investment income


110



618



1,955Other income (expense), net


(63
)


66



(71
)Consolidated net loss

$
(28,943
)

$
(21,921
)

$
(20,389
)Net loss attributed to noncontrolling interest

$
(4,215
)

$
(520
)

$
Net loss attributed to OXiGENE, Inc.

$
(24,728
)

$
(21,401
)

$
(20,389
)Excess purchase price over carrying value of noncontrolling
    interest acquired in Symphony ViDA, Inc.

$
(10,383
)

$



$
Net loss applicable to common stock

$
(35,111
)

$
(21,401
)

$
(20,389
)Basic and diluted net loss per share attributed to OXiGENE, Inc.
    common shares

$
(0.66
)

$
(0.70
)

$
(0.73
)Weighted-average number of common shares outstanding


53,414



30,653



27,931(1) Includes share based compensation expense as follows:Research and development

$
185


$
328


$
320General and administrative


593



671



1,472    F-4




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##### Table of Contents



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





NonOther


Total


ControllingAdditional





Comprehensive


OXiGENE, Inc.


Interest inCommon Stock Value


Paid-In


Accumulated


Income


Stockholders


Symphony


TotalShares


$


Capital


Deficit


(Loss)


Equity


ViDA Inc.


EquityBalance at December 31, 2006


28,175



282



160,569



(117,412
)


(19
)


43,420







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


















34



34







34Net loss














(20,389
)






(20,389
)






(20,389
)Comprehensive loss






















(20,355
)






(20,355
)Issuance of restricted stock


330



3



(3
)


















Stock-based compensation expense










1,792











1,792







1,792Balance at December 31, 2007


28,505


$
285


$
162,358


$
(137,801
)

$
15


$
24,857


$



$
24,857Formulation of Symphony ViDA, Inc.


























9,952



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


















(125
)


(125
)






(125
)Net loss














(21,401
)






(21,401
)


(520
)


(21,921
)Comprehensive loss






















(21,526
)


9,432



(22,046
)Issuance of common stock for executive incentive compensation


36







87











87







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


635



6



734











740







740Stock-based compensation expense










999











999







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










(8,935
)










(8,935
)






(8,935
)Settlement of Symphony warrant upon exercise










5,622











5,622







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










(489
)










(489
)






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


2,232



22



1,407











1,429







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


11,282



113



12,410











12,523







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


3,603



37



3,963











4,000







4,000Balance at December 31, 2008


46,293



463



178,156



(159,202
)


(110
)


19,307



9,432



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


















110



110







110Net loss














(24,728
)






(24,728
)


(4,215
)


(28,943
)Comprehensive loss






















(24,618
)


(4,215
)


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


10,000



100



5,030











5,130



(5,217
)


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


295



3



318











321







321The elimination of the derivative liability for the CEFF
    warrants as a result of the Symphony ViDA, Inc. acquisition










155











155







155Issuance of common stock in direct registration net of costs and
    fair value of warrants issued of $4,055,000


6,250



63



4,911











4,974







4,974Employee stock purchase plan


75



1



124











125







125Stock based compensation expense










407











407







407Forfeiture of restricted stock


(175
)


(3
)


1











(2
)






(2
)Balance at December 31, 2009


62,738


$
627


$
189,102


$
(183,930
)

$



$
5,799


$



$
5,799    F-5




---



##### Table of Contents



OXiGENE,
    Inc
  Consolidated
    Statements of Cash Flows
 (Amounts
    in thousands)
  Year Ended December 31,2009


2008


2007Operating activities:Net loss attributed to OXiGENE, Inc.

$
(24,728
)

$
(21,401
)

$
(20,389
)Loss attributed to noncontrolling interests


(4,215
)


(520
)


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


(2,166
)


(3,335
)


Depreciation


123



133



115Amortization of license agreement


97



98



98Rent loss accrual


(60
)


(163
)


(93
)Stock-based compensation


778



1,086



1,792Changes in operating assets and liabilities:Restricted cash


(140
)






Prepaid expenses and other assets


(210
)


(78
)


215Accounts payable, accrued expenses and other payables


1,852



782



1,078Net cash used in operating activities


(28,669
)


(23,398
)


(17,184
)Investing activities:Purchase of
    available-for-sale
    securities






(4,314
)


(34,340
)Proceeds from sale of
    available-for-sale
    securities


753



23,456



44,615Proceeds from sale of marketable securities held by Symphony
    ViDA, Inc.


2,286



(14,663
)


Purchase of furniture, fixtures and equipment


(109
)


(113
)


(95
)Proceeds from sale of fixed assets


4



Decrease (increase) in other assets






137



(156
)Net cash provided by investing activities


2,934



4,503



10,024Financing activities:Proceeds from direct registration of common stock issuance, net
    of acquisition costs


9,029







Proceeds from Symphony ViDA acquisition, net of acquisition costs


12,289







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






13,952



Proceeds from employee stock purchase plan


74







Proceeds from issuance of common stock, net of fees






14,691



Net cash provided by financing activities


21,392



28,643



(Decrease) increase in cash and cash equivalents


(4,343
)


9,748



(7,160
)Cash and cash equivalents at beginning of period


18,275



8,527



15,687Cash and cash equivalents at end of period

$
13,932


$
18,275


$
8,527Non- cash Disclosures:Stock issued as consideration for the Symphony SViDA purchase
    option






4,000



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






489



FMV reclassification of Kingsbridge warrants to equity


155







Fair value of warrants and other financial instruments


4,055



5,622



    F-6




---



##### Table of Contents



OXiGENE,
    INC.
  Notes
    to Consolidated Financial Statements
 December 31,
    2009
  1.
    Description
    of Business and Significant Accounting Policies  Description
    of Business
           F-7




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Initial
    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.   F-8




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Acquisition
    of ViDA pursuant to an Amended and Restated Purchase Option
    Agreement
         F-9




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Consolidation
    of Variable Interest Entity (VIE)
          Accounting
    and Reporting of Noncontrolling Interests
   F-10




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Acquisition of
    ViDA pursuant to an Amended and Restated Purchase Option
    Agreement
  Committed
    Equity Financing Facility (CEFF) with Kingsbridge
    Capital Limited
      Accounting
    for Derivative Financial Instruments Indexed to and Potentially
    Settled in the Companys Common Stock
       F-11




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Direct
    Registration Warrants
    Form S-3 No. 333-155371).
 F-12




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Direct Investment Warrant

Kingsbridge CEFF WarrantDate of WarrantDate of Warrant

Date of Warrant

Designation as a

Date of Warrant

Date of WarrantIssue

Exercise

Liability

Valuation

ValuationWeighted Average Assumptions

10/17/2008

12/30/2008

10/17/2008

12/31/2008

7/20/2009Stock Price

$
0.94


$
0.66


$
0.94


$
0.66


$
1.56Exercise Price

$
1.11


$
1.11


$
2.74


$
2.74


$
2.74Contractual life


10.00 years



9.75 years



4.83 years



4.67 years



4 yearsExpected volatility


86
%


84
%


52
%


55
%


70
%Risk-free interest rate


3.50
%


3.75
%


2.75
%


1.50
%


1.87
%Fair market value (in thousands)

$
8,934


$
5,622


$
45


$
22


$
155     As of July 20,

As of December 31,2009

2009Series I

Series II

Series I

Series IIStock Price

$
1.56


$
1.56


$
1.14


$
1.14Exercise Price

$
2.10


$
1.60


$
2.10


$
1.60Contractual life


5 years



1.25 years



4.59 years



.91 yearsExpected volatility


67
%


100
%


69
%


100
%Risk-free interest rate


2.46
%


0.28
%


2.60
%


0.40
%Fair market value (in thousands)

$
2,223


$
1,832


$
1,350


$
850     2009


2008Direct investment warrants

$



$
(3,312
)Additional investment shares


(444
)


CEFF warrant


133



(23
)Direct registration warrants


(1,855
)


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

$
(2,166
)

$
(3,335
)   Reclassifications
   F-13




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Use of
    Estimates
    Concentration
    of Credit Risk
    Cash,
    Restricted Cash and Cash Equivalents
    Available-for-Sale
    Securities
  available-for-sale Available-for-sale available-for-sale other-than-temporary available-for-sale available-for-sale other-than-temporarily
   F-14




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  available-for-sale
  December 31, 2008Gross UnrealizedCost


Losses


Fair ValueCorporate bonds maturing in less than one year

$
747


$
(104
)

$
643Total
    available-for-sale
    securities

$
747


$
(104
)

$
643     Fair
    Value
    Level 1 inputs

Quoted prices in active markets;Level 2 inputs

Generally include inputs with other observable qualities, such
    as quoted prices in active markets for similar assets or quoted
    prices for identical assets in inactive markets; andLevel 3 inputs

Valuations based on unobservable inputs.   Accounting for Derivative Financial Instruments
    Indexed to and Potentially Settled in the Companys Common
    Stock
  Accrued
    Research and Development
   F-15




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Net Loss
    Per Share
    Acquisition of ViDA pursuant to an Amended and Restated
    Purchase Option Agreement
  Stockholders
    Equity Common and Preferred Shares
  Acquisition of ViDA pursuant to an Amended and Restated
    Purchase Option Agreement Accounting for Derivative Financial Instruments
    Indexed to and Potentially Settled in the Companys Common
    Stock
  Stock-based
    Compensation
    Options,
    Warrants, Non-Vested Stock, and 2009 ESPP
  Options
   F-16




---



##### Table of Contents



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


AverageAverage


Remaining


AggregateShares


Exercise Price


Contractual Life


Intrinsic Value(In thousands)





(Years)


(In thousands)Options outstanding at December 31, 2008


2,333


$
5.01



6.15


$
Granted


1,454


$
1.10







485Exercised





$








Forfeited and expired


(1,888
)

$
3.43







(356
)Options outstanding at December 31, 2009


1,899


$
3.60



6.85


$
244Option exercisable at December 31, 2009


827


$
6.36



3.88



3Options vested or expected to vest at December 31, 2009


1,508


$
4.19



6.26


$
152         Weighted Average Assumptions

2009

2008

2007Risk-free interest rate


1.99
%


2.13
%


4.51
%Expected life


5 years



5 years



5 yearsExpected volatility


58
%


55
%


87
%Dividend yield


0.00
%


0.00
%


0.00
%     2009

2008

2007Options Granted (In thousands)


1,454



366



708Weighted average fair value

$
0.59


$
0.89


$
2.40  F-17




---



##### Table of Contents



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


WarrantsDate of Issue


Price


IssuedWarrants outstanding as of December 31, 2008


December 31, 2008


$
2.74



250,000Direct Registration Series I


July 20, 2009


$
2.10



2,813,000Direct Registration Series II


July 20, 2009


$
1.60



2,813,000Warrants outstanding as of December 31, 2009


December 31, 2009


$
1.89



5,876,000   Accounting for Derivative Financial
    Instruments Indexed to and Potentially Settled in the
    Companys Common Stock
  Non-Vested
    Stock
    Weighted AverageShares


Fair Value(In thousands)Unvested at December 31, 2008


285


$
4.56Granted





$
Vested


(70
)

$
4.68Forfeited


(175
)


4.91Unvested at December 31, 2009


40


$
4.09     Employee
    Stock Purchase Plan (2009 ESPP)
   F-18




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Director
    Compensation Policy
    Income
    Taxes
  Income Taxes
  License
    Agreements
      Furniture
    and Fixtures, Equipment and Leasehold Improvements
   F-19




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008(In thousands)Leasehold improvements

$
449


$
425Equipment


650



635Furniture and fixtures


416



396Total gross assets


1,515



1,456Less accumulated depreciation


1,332



1,255Total property and equipment

$
183


$
201   Patents
    and Patent Applications
    Comprehensive
    (Loss)
  available-for-sale available-for-sale
    2009


2008


2007(In thousands)Consolidated net loss as reported

$
(28,943
)

$
(21,921
)

$
(20,389
)Unrealized gain (loss)


110



(125
)


34Total comprehensive loss

$
(28,833
)

$
(22,046
)

$
(20,355
)Less comprehensive loss attributable to noncontrolling interest


(4,215
)


(520
)


Comprehensive loss attributable to OXiGENE, Inc.

$
(24,618
)

$
(21,526
)

$
(20,355
)   Revenue
    Recognition
    Agreements
   F-20




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Recent
    Accounting Pronouncements
  The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles, a replacement of FASB
    Statement No. 162
  Business Combinations Business Combinations
  Subsequent Events Subsequent Events
 F-21




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51 Consolidation
  Other-Than-Temporary other-than-temporary
    2.
    Related
    Party Transactions      3.
    Subsequent
    Events     F-22




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Committed
    Equity Financing Facility (CEFF) with Kingsbridge
    Capital Limited
    5-year
  4.
    Stockholders
    Equity     F-23




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
              Form S-3 No. 333-155371).
  Common
    Stock Reserved for Issuance
   F-24




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   5.
    Income
    Taxes        2009


2008Deferred Tax Assets (DTA)Net operating loss carry-forwards

$
67,923


$
62,152Stock-based awards


1,205



1,050Research & development credits


2,183



1,437Capital loss carryforward


1,592



Other


445



243Deferred tax asset


73,348



64,882Valuation allowance


(73,348
)


(64,882
)Net deferred tax asset

$



$
      F-25




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      6.
    Commitments
    and Contingencies  Leases
            2009


2008


2007Massachusetts

$
170


$
480


$
370California

$
442



311



48Oxford, UK

$
50



46



60Total rent

$
662


$
837


$
478  F-26




---



##### Table of Contents



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


Receipts From


NetCommitments


Sublease


Comittments2010

$
795


$
(233
)

$
5622011

$
543


$



$
5432012

$
526


$



$
5262013

$
135


$



$
135Thereafter

$



$



$
$
1,999


$
(233
)

$
1,766   Litigation
    7.
    Retirement
    Savings Plan    8.
    Quarterly
    Results of Operations (Unaudited)    Three Months EndedMarch 31,

June 30,

September 30,

December 31,2009

2009

2009

2009License revenue

$



$



$



$
Net loss attributed to OXiGENE, Inc.


(5,552
)


(5,273
)


(16,858
)


(7,428
)Basic and diluted net loss per share attributed to OXiGENE, Inc.
    common shares

$
(0.12
)

$
(0.11
)

$
(0.29
)

$
(0.12
)   March 31,

June 30,

September 30

December 31,2008

2008

2008

2008License revenue

$



$



$
12


$
Net loss attributed to OXiGENE, Inc.


(5,445
)


(7,048
)


(7,108
)


(1,800
)Basic and diluted net loss per share attributed to OXiGENE, Inc.
    common shares

$
(0.19
)

$
(0.25
)

$
(0.25
)

$
(0.05
)  F-27




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##### 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
.2

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

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

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

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

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

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

Form of Short-term Warrant, dated as of July 15, 2009.
    10
.1

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

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

Office Lease, dated February 28, 2000, between the
    Registrant and Charles River Business Center Associates, L.L.C.
    ###10
.4

Research Collaboration and License Agreement, dated as of
    December 15, 1999, between OXiGENE Europe AB and
    Bristol-Myers Squibb Company.++10
.5

Independent Contractor Agreement For Consulting Services, dated
    as of April 1, 2001, between Registrant and David Chaplin
    Consultants, Ltd. #@10
.6

Employment Agreement, dated as of April 1, 2001, between
    the Registrant and Dr. David Chaplin. #@10
.7

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin. #@10
.8

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002. #@10
.9

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
.10

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
.11

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999. &10
.12

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002. &10
.13

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

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




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##### Table of Contents



ExhibitNumber

Description10
.15

Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%10
.16

Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%10
.17

Stockholder Rights Agreement dated as of March 24, 2005,
    between the Company and American Stock Transfer a
    Trust Company . !!10
.18

OXiGENE 2005 Stock Plan. !!!@10
.19

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.20

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan. $@10
.21

Form of Restricted Stock Agreement under OXiGENE 2005 Stock
    Plan. $@10
.22

Lease Modification Agreement No. 1 by and between The
    Realty Associates Fund III and the Registrant, dated as of
    May 25, 2005. !!!!10
.23

Second Amendment to Lease by and between BP Prospect Place LLC
    and the Registrant, dated as of March 28, 2006. $$10
.24

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.25

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ10
.26

Technology License Agreement by and between the Company and
    Symphony ViDA Holdings LLC, dated as of October 1, 2008.
    §+++10
.27

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
.28

Stock and Warrant Purchase Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008. §+++10
.29

Purchase Option Agreement by and among the Company, Symphony
    ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of
    October 1, 2008. §10
.30

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
.31

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
.32

Form of Indemnification Agreement between the Company and its
    Directors.§§@10
.33

OXiGENE, Inc. Amended and Restated Director Compensation Policy,
    effective January 1, 2010. X@10
.34

Separation Agreement between the Company and Dr. Chin,
    dated as of October 22, 2008.§§@10
.35

Amendment No. 3 to Employment Agreement by and among the
    Company and Mr. Citron, dated as of October 22, 2008.
    §§@10
.36

Amendment No. 1 to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 16,
    2008. §§§@10
.37

409A Amendment to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of December 30,
    2008. §§§§@10
.38

409A Amendment to Employment Agreement by and between the
    Company and Mr. Kollins, dated as of December 27,
    2008. §§§§@10
.39

409A Amendment to Employment Agreement by and between the
    Company and Mr. Murphy, dated as of December 30, 2008.
    §§§§@10
.40

409A Amendment to Employment Agreement by and between the
    Company and Dr. Walicke, dated as of December 31,
    2008. §§§§@10
.41

Amendment No. 2 to Employment Agreement by and between the
    Company and Dr. Chaplin, dated as of January 20, 2009.
    §§§§@10
.42

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




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##### Table of Contents



ExhibitNumber

Description10
.43

Research and Development Agreement by and between the Company
    and Symphony ViDA Holdings LLC, dated as of October 1,
    2008. §§§§+++10
.44

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
.45

Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited
    Liability Company, as Landlord, and the Company, as Tenant,
    dated October 10, 2008. §§§§10
.46

Office Lease Agreement, dated April 21, 2009, between the
    Registrant and King Waltham LLC. §§§§§10
.47

Separation Agreement between OXiGENE and Dr. Walicke dated
    as of June 10, 2009. $$$$@10
.48

Employment Agreement by and between the Company and
    Dr. Langecker, dated as of June 10, 2009. $$$$$@10
.49

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
.50

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
.51

Form of Voting Agreement by and among OXiGENE, Inc., VaxGen,
    Inc. and certain VaxGen stockholders, dated as of
    October 14, 2009. £10
.52

Form of Voting Agreement by and among VaxGen, Inc., OXiGENE,
    Inc., and certain OXiGENE stockholders, dated as of
    October 14, 2009. £10
.53

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
.54

Separation Agreement between OXiGENE, Inc. and John A. Kollins,
    dated as of October 28, 2009. ££@10
.55

Amendment No. 1 to Common Stock Purchase Agreement by and
    between OXiGENE, Inc. and Kingsbridge Capital Limited, dated as
    of February 9, 2010. £££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). X31
.2

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

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




---



##### Table of Contents



++
    
    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.!!!!
    
    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.§§§§§
    
    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.




---



##### Table of Contents



£
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on October 16, 2009.££
    
    Incorporated by reference to the Registrants Amendment to
    its Current Report on
    Form 8-K/A,
    filed on November 2, 2009.£££
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 12, 2010.+++
    
    Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the Securities and Exchange Commission.@
    
    Management contract or compensatory plan or arrangement.X
    
    Filed with this report.(1)
    
    Pursuant to Item 601(b)(2) of
    Regulation S-K,
    certain schedules and/or exhibits have been omitted from the
    Agreement and Plan of Merger. OXiGENE will furnish copies of any
    such schedules or exhibits to the Securities and Exchange
    Commission upon request.