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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, 2007o

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

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

(I.R.S. Employer
    Identification No.)230 Third Avenue
    Waltham, MA(Address of principal
    executive offices)

02451(Zip Code)   Registrants telephone number, including area code:
    (781) 547-5900
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    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-K Form 10-K, Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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




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##### 



TABLE OF
    CONTENTS
  PART I


2ITEM 1.


BUSINESS


2INTRODUCTION


2TECHNOLOGY OVERVIEW


8CLINICAL TRIAL PROGRAM


10REGULATORY MATTERS


14RESEARCH AND DEVELOPMENT AND COLLABORATIVE
    ARRANGEMENTS


21PATENTS AND TRADE SECRETS


22COMPETITION


22EMPLOYEES


23ITEM 1A.


RISK FACTORS


25ITEM 1B.


UNRESOLVED STAFF COMMENTS


32ITEM 2.


PROPERTIES


32ITEM 3.


LEGAL PROCEEDINGS


32ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


32PART II


33ITEM 5.


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


33ITEM 6.


SELECTED FINANCIAL DATA


34ITEM 7.


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


35OVERVIEW


35RESULTS OF OPERATIONS


40LIQUIDITY AND CAPITAL RESOURCES


43ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


46ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


46ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


46ITEM 9A.


CONTROLS AND PROCEDURES


46ITEM 9B.


OTHER INFORMATION


49PART III


49ITEM 10.


DIRECTORS , EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


49ITEM 11.


EXECUTIVE COMPENSATION


49ITEM 12.


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


49ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE


49ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


49PART IV


49ITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


49EX-23 Consent of Ernst & Young LLP.EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEx-32 Section 906 Certification of CEO & CFO   1




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PART I  ITEM 1.
    BUSINESS INTRODUCTION  vascular disrupting agents (VDAs) ,
  tm head-and-neck Blood
        VDA
    Background
  (Combretum caffrum) in vitro
 2




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in vivo
  In vitro
    Journal of Clinical Investigation
  Blood, in vitro in vivo
  prevent already formed
   3




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##### Table of Contents



Our
    Development Programs and Product Candidates
    ZYBRESTAT
    for Oncology  Intravenous
  Indication

Combination Therapies

Sponsor

Phase

StatusAnaplastic Thyroid
    Cancer

Carboplatin/paclitaxel

OXiGENE

Pivotal Registration 
    Phase II/III

EnrollingPlatinum-resistant
    Ovarian Cancer

Carboplatin/paclitaxel

UK CTC

Phase II

EnrollingRefractory Tumors

Bevacizumab

OXiGENE

Phase Ib

Enrollment completeRefractory Tumors
    (head and neck cancer)

Radiotherapy ± cetuximab

Cancer Research UK

Phase Ib

EnrollingNon-Small Cell Lung
    Cancer

Carboplatin/paclitaxel/ bevacizumab

OXiGENE

Phase II

Planned for
    Q1 2008   ZYBRESTAT
    for Ophthalmology  Topical
  Indication

Regimen

Sponsor

Phase

StatusOphthalmological
    disease/condition
    characterized by abnormal
    neovascularization
    leading to vision loss

To be determined

OXiGENE

Phase I/IIa

Planned for Mid 2008   OXi4503
    for Oncology  Intravenous
  Indication

Regimen

Sponsor

Phase

StatusRefractory Tumors

Monotherapy

Cancer Research UK

Phase I

Enrolling   ZYBRESTAT
    Oncology
    tm
 4




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1 3
  and/or
      
    Phase Ib clinical trial evaluating the combination of
    ZYBRESTAT and bevacizumab in patients with advanced solid
    tumors. In October 2007, the Company reported interim
    results from this trial indicating that the two-drug combination
    appeared safe and well-tolerated with early signs of clinical
    benefit and additive effects on tumor blood-flow inhibition.
    OXiGENE believes that this is the first-ever clinical trial
    combining a VDA and an anti-angiogenic agent. The Company
    anticipates reporting final results from this trial in 2008.
    NSCLC  Phase II, double-blind, placebo-controlled
    trial evaluating a regimen of ZYBRESTAT + bevacizumab + standard
    chemotherapy versus bevacizumab + standard chemotherapy in
    patients with NSCLC. The Company anticipates initiating this
    trial in March 2008.
    Platinum-resistant ovarian cancer  Phase II
    Simon two-stage design evaluating ZYBRESTAT in combination with
    chemotherapy in patients with platinum-resistant ovarian cancer.In December 2007, the Company reported that the primary
    endpoint for the first stage of this clinical trial had been
    achieved, and that the trial would continue to the second stage.
    In the first stage of the trial 3 of 18 patients treated
    with the ZYBRESTAT + chemotherapy combination achieved partial
    response, and 7 of the first 11 evaluable patients achieved
    stable diseases. The regimen appeared to be safe and
    well-tolerated, with no evidence of gastrointestinal
    perforations, as were observed in a similar patient population
    treated with the approved anti-angiogenic agent, bevacizumab.
    The Company believes that 5




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
    Phase Ib ZYBRESTAT + radiation therapy + cetuximab (anti-EGFR
    monoclonal antibody) in patients with head and neck solid
    tumors. The Company anticipates reporting results from this
    trial in 2008. In addition to the cohorts receiving cetuximab,
    this study has also included groups of patients with prostate,
    NSCLC or head and neck cancer who were treated with radiation
    therapy alone in combination with ZYBRESTAT.  ZYBRESTAT
    Oncology Business Strategy
      ZYBRESTAT
    Topical and Its Application in Ophthalmological
    Indications
    and/or and/or and/or
  intravenous
 6




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Indication

Prevalence in United StatesWet age-related macular degeneration

1.5 million patientsDry age-related macular degeneration

14 million patientsMyopic macular degeneration

100 thousand patientsProliferation of diabetic retinopathy

2.1 million patientsNeovascular glaucoma

< 100 thousand patients   Ortho-Quinone
    Prodrugs, or OQPs, i.e. VDAs with tumor-preferential
    cytotoxicity
    OXi4503
    and Its Application in Oncology
     7




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Company
    Background
  781-547-5900; 781-547-6800). www.OXiGENE.com Form 10-K, Form 10-Q, Form 8-K,
 TECHNOLOGY
    OVERVIEW         8




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Combretastatin. (Combretum caffrum)
         9




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CLINICAL
    TRIAL PROGRAM  ZYBRESTAT.
                  ZYBRESTAT
    in Oncology
    ZYBRESTAT
    for the Treatment of ATC
  and/or
 10




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and/or
    Phase II:
    ZYBRESTAT in Combination with Chemotherapy for the Treatment of
    Advanced,
    Platinum-Resistant
    Ovarian Cancer
   11




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10-20%,
        Phase Ib:
    ZYBRESTAT in Combination with the Anti-Angiogenic Agent,
    Bevacizumab, for the Treatment of Solid Tumors
       12




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and/or
  Other
    Clinical Trials with ZYBRESTAT in Oncology:
   13




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-
  OXi4503
    in Oncology
        ZYBRESTAT
    in Diseases of the Eye
  and/or
 REGULATORY
    MATTERS  Government
    Regulation and Product Approval
   14




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United
    States Drug Development Process
    
    completion of preclinical laboratory tests, animal studies and
    formulation studies according to Good Laboratory Practices or
    other applicable regulations;
    submission to the FDA of an investigational new drug
    application, or IND, which must become effective before human
    clinical trials may begin;
    performance of adequate and well-controlled human clinical
    trials according to Good Clinical Practices to establish the
    safety and efficacy of the proposed drug for its intended use;
    submission to the FDA of an NDA;
    satisfactory completion of an FDA inspection of the
    manufacturing facility or facilities at which the drug is
    produced to assess compliance with current good manufacturing
    practice, or cGMP, to assure that the facilities, methods and
    controls are adequate to preserve the drugs identity,
    strength, quality and purity; and
    FDA review and approval of the NDA.    30-day
   15




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
    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.
    Phase III:  Clinical trials are undertaken to
    further evaluate dosage, clinical efficacy and safety in an
    expanded patient population at geographically dispersed clinical
    study sites. These studies are intended to establish the overall
    risk-benefit ratio of the product and provide, if appropriate,
    an adequate basis for product labeling.        U.S.
    Review and Approval Processes
   16




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Patent
    Term Restoration and Marketing Exclusivity
   17




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Orphan
    Drug Designation
     18




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Post-Approval
    Requirements
        Foreign
    Regulation
   19




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Reimbursement
       20




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RESEARCH
    AND DEVELOPMENT AND COLLABORATIVE ARRANGEMENTS    
    Gray Cancer Institute, Middlesex, United Kingdom;
    Baylor University, Waco, Texas;
    Arizona State University, Tempe, Arizona;
    University of Florida, Gainesville, Florida, and
    Beth Israel Deaconess Medical Center, Boston, Massachusetts.    and/or
 21




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and/or
 PATENTS
    AND TRADE SECRETS    A-4
 COMPETITION   22




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EMPLOYEES    SCIENTIFIC
    ADVISORY BOARD AND CLINICAL TRIAL ADVISORY BOARD
        ADRIAN L. HARRIS, M.D.
  ROBERT S. KERBEL, Ph.D. 1991-2002,
 23




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Editor-in-Chief
  DIETMAR W. SIEMANN, Ph.D. (Chairman) (1996-1998).
    HILARY CALVERT,
  JEFFREY S. HEIER, M.D. Co-Director
  STANLEY KAYE, M.D., BSc,
  HAKAN MELLSTEDT, M.D., Ph.D. (Chairman)
  LEE S. ROSEN, M.D.
 24




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1996-2002.
  GORDON RUSTIN, M.D.
  JAN B. VERMORKEN, M.D., Ph.D.
  ITEM 1A.
    RISK
    FACTORS      We
    have a history of losses and we anticipate that we will continue
    to incur losses in the future.
    Our
    product candidates have not completed clinical trials, and may
    never demonstrate sufficient safety and efficacy in order to do
    so.
   25




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We
    have no manufacturing capacity, and we have relied and expect to
    continue to rely on third-party manufacturers to produce our
    product candidates.
    
    reliance on the third party for manufacturing process
    development, regulatory compliance and quality assurance;
    limitations on supply availability resulting from capacity and
    scheduling constraints of the third party;
    The possible breach of the manufacturing agreement by the third
    party because of factors beyond our control; and
    The possible termination or non-renewal of the agreement by the
    third party, based on its own business priorities, at a time
    that is costly or inconvenient for us.        We may
    fail to select or capitalize on the most scientifically,
    clinically or commercially promising or profitable indications
    or therapeutic areas for our product candidates or those that we
    in-license.
   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 our
    product candidates.
    We
    have licensed in rights to ZYBRESTAT, OXi4503 and other programs
    from third parties. If our license agreements terminate, we may
    lose the licensed rights to our product candidates, including
    ZYBRESTAT and OXi4503, and we may not be able to continue to
    develop them or, if they are approved, market or commercialize
    them.
     27




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We
    will be required to raise additional funds to finance our
    operations; we may not be able to do so when necessary, and/or
    the terms of any financings may not be advantageous to
    us.
    and/or
     28




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and/or
  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.
    The
    uncertainty associated with pharmaceutical reimbursement and
    related matters may adversely affect our business.
  and/or
 29




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Our
    industry is highly competitive, and our products may become
    technologically obsolete.
  and/or
  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
 30




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We
    depend heavily on our executive officers, directors, and
    principal consultants and the loss of their services would
    materially harm our business.
    Our
    products may result in product liability exposure, and it is
    uncertain whether our insurance coverage will be sufficient to
    cover any claims.
    The
    price of our common stock is volatile, and is likely to continue
    to fluctuate due to reasons beyond our control.
    Our
    restated certificate of incorporation, our amended and restated
    by-laws, our shareholder rights agreement and Delaware law could
    defer a change of our management which could discourage or delay
    offers to acquire us.
   31




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   32




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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 2007


Fiscal Year 2006High


Low


High


LowFirst Quarter

$
4.99


$
3.68


$
4.70


$
3.65Second Quarter

$
5.12


$
3.77


$
4.83


$
3.31Third Quarter

$
4.25


$
3.04


$
4.29


$
2.82Fourth Quarter

$
3.93


$
2.10


$
5.88


$
3.72      33




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ITEM 6.
    SELECTED
    FINANCIAL DATA  SUMMARY
    FINANCIAL INFORMATION
  Form 10-K.
  Years Ended December 31,2007


2006


2005


2004


2003(Amounts in thousands)STATEMENT OF OPERATIONS DATA:License revenue

$
12


$



$
1


$
7


$
30Operating costs and expenses:Research and development


14,130



10,816



7,098



5,947



4,036General and administrative


8,155



7,100



5,951



4,540



5,282Total operating costs and expenses


22,285



17,916



13,049



10,487



9,318Operating loss


(22,273
)


(17,916
)


(13,048
)


(10,480
)


(9,288
)Investment income


1,955



2,502



1,135



470



321Interest expense


















(36
)Other income (expense), net


(71
)


(43
)


4



(14
)


635Net loss

$
(20,389
)

$
(15,457
)

$
(11,909
)

$
(10,024
)

$
(8,368
)Basic and diluted net loss per common share

$
(0.73
)

$
(0.56
)

$
(0.61
)

$
(0.61
)

$
(0.63
)Weighted average number of common shares outstanding


27,931



27,626



19,664



16,560



13,184   Years Ended December 31,2007


2006


2005


2004


2003BALANCE SHEET DATA:Cash, cash equivalents and available-for-sale securities

$
28,438


$
45,839


$
58,855


$
30,502


$
18,572Working capital


23,880



42,083



52,667



21,765



15,250Total assets


30,064



47,642



60,268



31,757



20,205Total liabilities


5,207



4,222



3,734



2,622



3,735Accumulated deficit


(137,801
)


(117,412
)


(101,955
)


(90,046
)


(80,022
)Total stockholders equity

$
24,857


$
43,420


$
56,534


$
29,135


$
16,470      34




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS   OVERVIEW  ,
  tm head-and-neck
       35




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Financial
    Resources
      
    In June 2003, we completed a private placement with three large
    institutional investors. We received approximately $13,898,000
    in net proceeds after deducting costs and expenses. The
    investors purchased 1,500,000 shares of our common stock at
    $10.00 per share and were issued two-year warrants which expired
    in 2005 to purchase up to an aggregate of 375,000 shares of
    our common stock at a price of $15 per share. In addition to the
    cash offering costs of $1,102,000, the placement agent in the
    offering was issued five-year warrants to purchase up to an
    aggregate of 150,000 shares at $12.00 per share, which
    expire in June 2008.
    In January 2004, we received gross proceeds of approximately
    $24,200,000 from the sale of 2,755,695 shares of our common
    stock and net proceeds of approximately $22,359,000 after the
    deduction of fees and expenses, pursuant to a shelf registration
    statement on
    Form S-3
    filed with the Securities and Exchange Commission in October
    2003, allowing us to sell up to $50,000,000 of our common stock,
    debt securities
    and/or
    warrants to purchase our securities.
    In March 2005, we received gross proceeds of approximately
    $15,000,000 from the sale of 3,336,117 shares of our common
    stock and net proceeds of approximately $13,719,000 after the
    deduction of fees and expenses, pursuant to the shelf
    registration statement referred to above.
    In December 2005, we received gross proceeds of approximately
    $27,284,000 from the sale of 7,475,000 shares of our common
    stock and net proceeds of approximately $25,205,000 after the
    deduction of fees and expenses, pursuant to a shelf registration
    statement on
    Form S-3
    filed with the Securities and Exchange Commission in September
    2005, allowing us to sell up to $75,000,000 of our common stock,
    debt securities
    and/or
    warrants to purchase our securities.
    In February 2008, we entered into a Committed Equity Financing
    Facility (CEFF) with Kingsbridge Capital, pursuant
    to which Kingsbridge committed to purchase, subject to certain
    conditions, up to 5,708,035 shares of our common stock or
    up to an aggregate of $40,000,000 during the next three years.
    Under the CEFF, we are able to draw down in tranches of up to a
    maximum of 3.5 percent of our closing market value at the
    time of the draw down or the alternative draw down amount
    calculated pursuant to the Common Stock Purchase Agreement
    whichever is less, subject to certain conditions. The purchase
    price of these shares is discounted between 5 to 12 percent
    from the volume weighted average price of our common stock for
    each of the eight trading days following the election to sell
    shares. Kingsbridge is not obligated to purchase shares at
    prices below $1.25 per share or at a price below 85% of the
    closing share price of our stock in the trading day immediately
    preceding the commencement of the draw down, whichever is
    higher. In connection with the CEFF, we issued a warrant to
    Kingsbridge to purchase 250,000 shares of our common stock
    at a price of $2.74 per share exercisable beginning six months
    after February 19, 2008 for a period of five years
    thereafter. 36




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and/or
  Critical
    Accounting Policies and Significant Judgments and
    Estimates
      Available-for-Sale
    Securities
    Accrued
    Clinical Costs
   37




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Impairment
    of Long-lived Assets
  Accounting for the Impairment or Disposal of Long-lived
    Assets
  Stock-Based
    Compensation
  Share-Based Payment
    
    the stock option exercise price,
    the expected term of the option,
    the grant date price of our common stock, which is issuable upon
    exercise of the option,
    the expected volatility of our common stock,
    the expected dividends on our common stock (we do not anticipate
    paying dividends in the foreseeable future), and
    the risk free interest rate for the expected option term           38




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Form 10-K,
    Recent
    Accounting Pronouncements
  Business Combinations
  EITF 07-1 Accounting for Collaborative
    Arrangements EITF 07-1 EITF 07-1 EITF 07-1
  EITF 07-3 Accounting for Nonrefundable Advance Payments
    for Goods or Services Received for Future Research and
    Development Activities. EITF 07-3 EITF 07-3
  Fair Value Option for Financial Assets and Financial
    Liabilities (SFAS 159).
 39




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Fair Value Measurements (SFAS 157).
 RESULTS
    OF OPERATIONS  Years
    ended December 31, 2007 and 2006
  Revenues
      Costs
    and Expenses
    2007


2006% of Total





% of TotalOperating





Operating


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%Research and development

$
14,130



63
%

$
10,816



60
%

$
3,314



31
%General and administrative


8,155



37
%


7,100



40
%


1,055



15
%Total operating expenses

$
22,285



100
%

$
17,916



100
%

$
4,369



24
%     Research
    and development expenses
    2007


2006% of Total





% of Total


IncreaseOperating





Operating


(Decrease)Amount


Expenses


Amount


Expenses


Amount


%External services

$
9,552



68
%

$
6,064



56
%

$
3,488



58
%Employee compensation and related


3,939



28
%


4,007



37
%


(68
)


(2
)%Stock-based compensation


320



2
%


473



4
%


(153
)


(32
)%Other


319



2
%


272



3
%


47



17
%Total research and development

$
14,130



100
%

$
10,816



100
%

$
3,314



31
%  40




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®
      General and administrative expenses
    2007


2006% of Total





% of TotalOperating





Operating


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%Employee compensation and related

$
2,574



32
%

$
2,137



30
%

$
437



20
%Stock-based compensation


1,472



18
%


1,392



20
%


80



6
%Consulting and professional services


2,326



28
%


1,994



28
%


332



17
%Facilities related


727



9
%


561



8
%


166



30
%Other


1,056



13
%


1,016



14
%


40



4
%Total general and administrative

$
8,155



100
%

$
7,100



100
%

$
1,055



15
%       Other
    Income and Expenses
   41




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Tax
    Matters
    Years
    ended December 31, 2006 and 2005
  Revenues
    Costs and
    Expenses
    2006


2005% of Total





% of TotalOperating





Operating


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%Research and development

$
10,816



60
%

$
7,098



54
%

$
3,718



52
%General and administrative


7,100



40
%


5,951



46
%


1,149



19
%Total operating expenses

$
17,916



100
%

$
13,049



100
%

$
4,867



37
%   Research
    and development expenses
    2006


2005% of Total





% of TotalOperating





Operating


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%External services

$
6,064



56
%

$
4,394



62
%

$
1,670



38
%Employee compensation and related


4,007



37
%


2,418



34
%


1,589



66
%Stock-based compensation


473



4
%


76



1
%


397



522
%Other


272



3
%


210



3
%


62



30
%Total research and development

$
10,816



100
%

$
7,098



100
%

$
3,718



52
%    42




---



##### Table of Contents



General
    and administrative expenses
    2006


2005% of Total





% of TotalOperating





Operating


Increase (Decrease)Amount


Expenses


Amount


Expenses


Amount


%Employee compensation and related

$
2,137



30
%

$
1,384



23
%

$
753



54
%Stock-based compensation


1,392



20
%


232



4
%


1,160



500
%Consulting and professional services


1,994



28
%


2,889



49
%


(895
)


(31
)%Facilities related


561



8
%


639



11
%


(78
)


(12
)%Other


1,016



14
%


807



13
%


209



26
%Total general and administrative

$
7,100



100
%

$
5,951



100
%

$
1,149



19
%     Other
    Income and Expenses
   LIQUIDITY
    AND CAPITAL RESOURCES   43




---



##### Table of Contents



Years Ended December 31,2007


2006


2005Operating activities:Net loss

$
(20,389
)

$
(15,457
)

$
(11,909
)Non-cash adjustments to net loss


1,912



1,921



588Changes in operating assets and liabilities


1,293



233



823Net cash used in operating activities


(17,184
)


(13,303
)


(10,498
)Investing activities:Net (increase) decrease in available-for-sale securities


10,275



(3,576
)


(11,988
)Purchase of furniture, fixtures and equipment


(95
)


(194
)


(112
)Other


(156
)


5



(37
)Net cash provided by (used in) investing activities


10,024



(3,765
)


(12,137
)Financing activities:Proceeds from issuance of common stock






411



38,934Other










57Net cash provided by financing activities






411



38,991Increase (Decrease) in cash and cash equivalents


(7,160
)


(16,657
)


16,356Cash and cash equivalents at beginning of year


15,687



32,344



15,988Cash and cash equivalents at end of year

$
8,527


$
15,687


$
32,344        44




---



##### Table of Contents



and/or
  and/or
    Contractual
    Obligations
    Payments Due by PeriodLess Than


1-3


4-5


After 5Total


1 Year


Years


Years


YearsClinical development and related commitments

$
6,637


$
6,289


$
348


$



$
Operating leases


1,504



716



788







Total contractual cash obligations

$
8,141


$
7,005


$
1,136


$



$
      45




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of our Disclosure Controls and Procedures
  Form 10-K, Rules 13a-15(e) 15d-15(e))
  Changes
    in Internal Control over Financial Reporting
   46




---



##### Table of Contents



Management
    Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
  Important
    Considerations
     47




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 
    48




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    , EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Form 10-K.
  Financial Statements
    Financial Statement Schedules
   49




---



##### Table of Contents



Exhibits
  Form 10-K.
  ExhibitNumber

Description3
.1

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

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

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

Certificate of Amendment of Restated Certificate of
    Incorporation, dated July 14, 2005. !4
.1

Specimen Common Stock Certificate.*4
.2

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

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

Registration Rights Agreement, dated February 19, 2008, by
    and between the Registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ10
.1

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

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

Technology Development Agreement, dated as of May 27, 1997,
    between the Registrant and the Arizona Board of Regents, acting
    for and on behalf of Arizona State University.***10
.4

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

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

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

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

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

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

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin.#@10
.13

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002.#@10
.14

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
.15

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
.16

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999.&10
.17

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002.&10
.18

Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14,
    2003.&10
.19

License Agreement by and between Active Biotech AB
    (Active) and the Company dated November 16,
    2001.&10
.20

License Agreement by and between Active and the Company dated
    April 23, 2002.&10
.21

Funded Research Agreement by and between the Company and The
    Foundation Fighting Blindness, effective as of October 30,
    2002.&& 50




---



##### Table of Contents



ExhibitNumber

Description10
.22

Registration Rights Agreement, dated as of June 10, 2003,
    among the Registrant and the Purchasers signatory
    thereto.&&&10
.23

Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%@10
.24

Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%10
.25

Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%10
.26

Stockholder Rights Agreement.!!10
.27

OXiGENE 2005 Stock Plan.!!!@10
.28

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan.$@10
.29

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan.$@10
.30

Form of Restricted Stock Agreement under OXiGENE 2005 Stock
    Plan.$@10
.31

Description of Director Compensation Arrangement.!!!!@10
.32

Description of Named Executive Officers Compensation
    Arrangements.!!!!@10
.33

Lease Modification Agreement No. 1 by and between The
    Realty Associates Fund III and the Registrant, dated as of
    May 25, 2005. !!!!10
.34

Second Amendment to Lease by and between BP Prospect Place LLC
    and the Registrant, dated as of March 28, 2006. $$10
.35

Employment Agreement, dated as of April 25, 2006, between
    the Registrant and Peter Harris, M.D. $$$@10
.36

Employment Agreement, dated as of June 29, 2006, between
    the Registrant and Dr. Richard Chin. $$$$@10
.37

Separation Agreement, dated as of June 29, 2006, between
    the Registrant and Mr. Frederick W. Driscoll. $$$$@10
.38

Amendment No. 1 to Employment Agreement, dated as of
    September 26, 2006, between the Registrant and Joel-Tomas
    Citron.$$$$$@10
.39

Employment Agreement, dated as of February 28, 2007,
    between the Registrant and John Kollins.%%%%@10
.40

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.41

Separation Agreement, dated as of December 4, 2006, between
    the Registrant and Scott Young.%%%%@10
.42

Amendment No. 2 to Employment Agreement, dated as of
    July 9, 2007, between the Registrant and Joel-Tomas
    Citron.ˆ@10
.43

Employment Agreement, dated as of July 27, 2007, between
    the Registrant and Patricia Walicke.ˆˆ@10
.44

Separation Agreement, dated as of September 21, 2007,
    between the Registrant and Peter Harris.ˆˆˆ@10
.45

Common Stock Purchase Agreement, dated February 19, 2008,
    by and between the registrant and Kingsbridge Capital
    Limited.ˆˆˆ14


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


Consent of Ernst & Young LLP.31
.1

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

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


Certification of Chief Executive and Financial Officers Pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (file
    no. 33-64968)
    and any amendments thereto.**
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1996. 51




---



##### Table of Contents



***
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1997.****
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1999.#
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2002.##
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002.###
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2000.####
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2002.+
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-92747)
    and any amendments thereto.++
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 28, 1999.&
    
    Incorporated by reference to Amendment No. 3 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&
    
    Incorporated by reference to 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 June 19, 2006.$$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 6, 2006.$$$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on September 29, 2006.%%%
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 20, 2007.%%%%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2007. 52




---



##### Table of Contents



ˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 11, 2007.ˆˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on August 1, 2007.ˆˆˆ
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007.ˆˆˆˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 21, 2008.+++
    
    Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the Securities and Exchange Commission.@
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this
    Form 10-K
    pursuant to Item 15(a) of this report. 53




---



##### Table of Contents



SIGNATURES
    OXiGENE, Inc.
  By:
    /s/  Richard
    Chin         Signature

Title

Date/s/  Joel-Tomas
    CitronJoel-Tomas
    Citron

Chairman of the Board and Director

March 14, 2008/s/  David
    ChaplinDavid
    Chaplin Ph.D

Chief Scientific Officer and Head of Research and Development,
    Executive Vice Chairman of the Board and Director

March 14, 2008/s/  Richard
    ChinRichard
    Chin M.D.

President, Chief Executive Officer and Director (Principal
    executive officer)

March 14, 2008/s/  James
    B. MurphyJames
    B. Murphy

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

March 14, 2008/s/  Roy
    H. FicklingRoy
    H. Fickling

Director

March 14, 2008/s/  Arthur
    B. LafferArthur
    B. Laffer Ph.D.

Director

March 14, 2008/s/  William
    D. SchwietermanWilliam
    D. Schwieterman

Director

March 14, 2008/s/  William
    N. ShieblerWilliam
    N. Shiebler

Director

March 14, 2008/s/  Per-Olof
    SöderbergPer-Olof
    Söderberg

Director

March 14, 2008/s/  J.
    Richard ZecherJ.
    Richard Zecher Ph.D

Director

March 14, 2008  54




---



##### Table of Contents



Form 10-K
    Item 15(a)(1)
  OXiGENE,
    Inc.
  Index to
    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 Financial Statements


F-7  F-20  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               
    F-2




---



##### Table of Contents



OXiGENE,
    Inc.
  Balance Sheets
 All Amounts in
    thousands
 except per share
    amounts
  Year Ended December 312007


2006ASSETSCurrent assets:Cash and cash equivalents

$
8,527


$
15,687Available-for-sale securities


19,911



29,661Prepaid expenses


354



270Other assets


72



371Total current assets


28,864



45,989Furniture and fixtures, equipment and leasehold improvements


1,343



1,248Accumulated depreciation


(1,122
)


(1,007
)221



241Available-for-sale securities  long term






491License agreements, net of accumulated amortization of $822 and
    $724 at December 31, 2007 and 2006, respectively


679



777Other assets


300



144Total assets

$
30,064


$
47,642LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,370


$
683Accrued research and development


2,713



2,603Accrued other


901



620Total current liabilities


4,984



3,906Rent loss accrual


223



316Total liabilities


5,207



4,222Commitments and contingencies (Note 5)Stockholders equity:Common stock, $.01 par value, 100,000 shares
    authorized; 28,505 shares in 2007 and 28,175 shares in
    2006, issued and outstanding


285



282Additional paid-in capital


162,358



160,569Accumulated deficit


(137,801
)


(117,412
)Accumulated other comprehensive income (loss)


15



(19
)Total stockholders equity


24,857



43,420Total liabilities and stockholders equity

$
30,064


$
47,642    F-3




---



##### Table of Contents



OXiGENE,
    Inc.
  Statements of Operations
 (All amounts in
    thousands,
 except per share
    amounts)
  Year Ended December 312007


2006


2005License revenue

$
12


$



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


14,130



10,816



7,098General and administrative


8,155



7,100



5,951Total operating costs and expenses


22,285



17,916



13,049Loss from operations


(22,273
)


(17,916
)


(13,048
)Investment income


1,955



2,502



1,135Other (expense) income, net


(71
)


(43
)


4Net loss

$
(20,389
)

$
(15,457
)

$
(11,909
)Basic and diluted net loss per common share

$
(0.73
)

$
(0.56
)

$
(0.61
)Weighted-average number of common shares outstanding


27,931



27,626



19,664(1) Includes share-based compensation expense as follows:Research and development

$
320


$
473


$
76General and administrative


1,472



1,392



232    F-4




---



##### Table of Contents



OXiGENE,
    Inc.
  Statements of Stockholders Equity
 (All amounts in
    thousands)
   AccumulatedOtherCommon Stock


Additional





Comprehensive








Total$.01 Par Value


Paid-In


Accumulated


Income


Notes


Deferred


StockholdersShares


Amount


Capital


Deficit


(Loss)


Receivable


Compensation


EquityBalance at December 31, 2004


16,714


$
167


$
119,527


$
(90,046
)

$
(94
)

$
(384
)

$
(35
)

$
29,135Unrealized gain from available-for-sale securities


















9











9Net loss














(11,909
)














(11,909
)Comprehensive loss






























(11,900
)Issuance of common stock in connection with equity financings,
    net of expenses of $3,372


10,811



108



38,816



















38,924Issuance of common stock upon exercise of options


3







10



















10Issuance of restricted stock


520



5



2,691















(2,696
)


Compensation expense related to restricted stock


























303



303Payment of notes receivable






















57







57Interest on notes receivable










11











(11
)






Cancellation of notes receivable


(11
)






(151
)










151







Options issued for services provided by non-employees










(19
)














24



5Balance at December 31, 2005


28,037



280



160,885



(101,955
)


(85
)


(187
)


(2,404
)


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


















66











66Net loss














(15,457
)














(15,457
)Comprehensive loss






























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


168



2



410



















412Stock-based compensation expense










1,865



















1,865Reclassification of deferred compensation










(2,404
)














2,404



Forfeiture of restricted stock


(10
)


























Interest on notes receivable










7











(7
)






Cancellation of notes receivable


(20
)






(194
)










194







Balance at December 31, 2006


28,175



282



160,569



(117,412
)


(19
)










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


















34











34Net loss














(20,389
)














(20,389
)Comprehensive loss






























(20,355
)Issuance of restricted stock


330



3



(3
)


















Stock-based compensation expense










1,792



















1,792Balance at December 31, 2007


28,505


$
285


$
162,358


$
(137,801
)

$
15


$



$



$
24,857    F-5




---



##### Table of Contents



OXiGENE,
    Inc
  Statements of Cash Flows
 (Amounts in
    thousands)
  Year Ended December 312007


2006


2005Operating activities:Net loss

$
(20,389
)

$
(15,457
)

$
(11,909
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation


115



88



44Amortization of license agreement


98



98



98Rent loss accrual


(93
)


(130
)


138Stock-based compensation


1,792



1,865



308Changes in operating assets and liabilities:Prepaid expenses and other current assets


215



(385
)


(151
)Accounts payable, accrued expenses and other payables


1,078



618



974Net cash used in operating activities


(17,184
)


(13,303
)


(10,498
)Investing activities:Purchase of available-for-sale securities


(34,340
)


(53,287
)


(33,392
)Proceeds from sale of available-for-sale securities


44,615



49,711



21,404Purchase of furniture, fixtures and equipment


(95
)


(194
)


(112
)Other assets


(156
)


5



(37
)Net cash provided by (used in) investing activities


10,024



(3,765
)


(12,137
)Financing activities:Proceeds from issuance of common stock






411



38,934Payment of notes receivable and related interest










57Net cash provided by financing activities






411



38,991Increase (decrease) in cash and cash equivalents


(7,160
)


(16,657
)


16,356Cash and cash equivalents at beginning of year


15,687



32,344



15,988Cash and cash equivalents at end of year


8,527



15,687



32,344Non-cash Disclosures:Reclassification of deferred compensation






2,404



Cancellation of notes receivable






194



151    F-6




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to Financial Statements
 December 31, 2007
  1.
    Description
    of Business and Significant Accounting Policies  Description
    of Business
        and/or
    Use of
    Estimates
   F-7




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  Concentration
    of Credit Risk
    Cash
    and Cash Equivalents
    Available-for-Sale
    Securities
  Accounting for Certain
    Investments in Debt and Equity Securities
      December 31, 2007Gross


GrossUnrealized


UnrealizedCost


Gains


Losses


Fair ValueCorporate bondsMaturing in less than one year

$
5,819


$
2


$
(2
)

$
5,819Commercial paperMaturing in less than one year


10,698



6



(1
)


10,703Asset backed securitiesMaturing in less than one year


3,379



10







3,389Total available-for-sale securities

$
19,896


$
18


$
(3
)

$
19,911   F-8




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  December 31, 2006Gross


GrossUnrealized


UnrealizedCost


Gains


Losses


Fair ValueCurrent:Government bonds and notesMaturing in less than 2 years

$
1,995


$



$
(13
)

$
1,982Corporate bondsMaturing in less than 2 years


12,529







(5
)


12,524Commercial paperMaturing in less than one year


11,654











11,654Certificates of depositMaturing in less than one year


3,501











3,501Subtotal current available-for-sale securities


29,679







(18
)


29,661Long-Term:Corporate bondsMaturing in less than 2 years


492







(1
)


491Total available-for-sale securities

$
30,171


$



$
(19
)

$
30,152     Research
    and Development
   F-9




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
    Income
    Taxes
  Accounting for Income Taxes
  License
    Agreements
      Depreciation
    Patents
    and Patent Applications
   F-10




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  Net
    Loss Per Share
  Earnings Per Share
  Stock-Based
    Compensation
    2005(In thousands,except per share data)Reported net loss

$
(11,909
)Add: stock-based employee compensation included in
    reported net loss


303Less:stock-based employee compensation expense
    determined under the fair value method for all stock options


(1,814
)Pro forma net loss

$
(13,420
)Reported basic and diluted loss per share

$
(0.61
)Pro forma basic and diluted loss per share

$
(0.68
)    F-11




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
    Weighted Average Assumptions

2007


2006


2005Risk-free interest rate


4.51
%


5.04
%


4.19
%Expected life


5 years



5 years



4 yearsExpected volatility


87
%


95
%


133
%Dividend yield


0.00
%


0.00
%


0.00
%     
    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    Expected Term
  Expected Volatility
  Expected Dividends
  Risk-Free Interest Rate
    Comprehensive
    Income (Loss)
  Reporting Comprehensive
    Income
 F-12




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  Revenue
    Recognition
    Agreements
        Restructuring
   F-13




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
    Basis
    of Presentation
    Recent
    Accounting Pronouncements
  Business Combinations
  EITF 07-1 Accounting for Collaborative
    Arrangements EITF 07-1 EITF 07-1 EITF 07-1
  EITF 07-3 Accounting for Nonrefundable Advance Payments
    for Goods or Services Received for Future Research and
    Development Activities. EITF 07-3 EITF 07-3
  Fair Value Option for Financial Assets and Financial
    Liabilities (SFAS 159).
  Fair Value Measurements (SFAS 157).
 F-14




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  2.
    Related
    Party Transactions    3.
    Stockholders
    Equity  Form S-3 and/or
  Form S-3 and/or
  Stock
    Incentive Plans
    and/or
 F-15




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  Options
    and Warrants
  The
    following is a summary of the Companys stock option
    activity under the
    1996 and 2005 Plans:
  WeightedAverageWeighted


Remaining


AggregateAverage


Contractual


IntrinsicShares


Exercise Price


Life


Value(In thousands)





(Years)


(In thousands)Options outstanding at December 31, 2006


1,632


$
6.11



7.28


$
877Granted


708


$
4.05







Exercised





$








Forfeited


(192
)

$
4.14







Options outstanding at December 31, 2007


2,148


$
5.61



7.07


$
44Option exercisable at December 31, 2007


1,234


$
6.74



5.60


$
27Options vested or expected to vest at December 31, 2007


1,889


$
5.77



6.75


$
35       Warrants
   F-16




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  Restricted
    Stock Units
    Unvested
    Stock
  Weighted-AverageShares


Fair Value(In thousands)Unvested at January 1, 2007


300


$
5.18Granted


330



4.63Vested


(162
)


4.87Unvested at December 31, 2007


468


$
4.73        F-17




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  Common
    Stock Reserved for Issuance
    4.
    Income
    Taxes      2007


2006Net operating loss carry-forwards

$
53,143


$
45,360Stock-based awards


697



306Research & development credits


1,102



882Rent loss accrual


136



174Other


192



63Total deferred tax asset


55,270



46,785Valuation allowance

$
(55,270
)

$
(46,785
)Net deferred tax asset

$



$
       5.
    Commitments
    and Contingencies  Leases
   F-18




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
      
  2007


2006


2005Massachusetts

$
370


$
324


$
433California


48







Oxford, UK


60



53



13Total rent

$
478


$
377


$
446     Gross


Receipts From


NetCommitments


Sublease


Commitments2008


716



(143
)


5732009


491







4912010


297







297Thereafter










$
1,504


$
(143
)

$
1,361   License
    Agreements
   F-19




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
    Litigation
    6.
    Retirement
    Savings Plan    7.
    Subsequent
    Events    8.
    Quarterly
    Results of Operations (Unaudited)    Three Months EndedMarch 31,


June 30,


September 30,


December 31,2007


2007


2007


2007License revenue

$



$
7


$



$
5Net loss


(3,948
)


(5,369
)


(5,275
)


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

$
(0.14
)

$
(0.19
)

$
(0.19
)

$
(0.21
)   March 31,


June 30,


September 30


December 31,2006


2006


2006


2006License revenue

$



$



$



$
Net loss


(3,336
)


(4,995
)


(3,730
)


(3,396
)Basic and diluted net loss per share

$
(0.12
)

$
(0.18
)

$
(0.14
)

$
(0.12
)  F-20




---



##### Table of Contents



ExhibitNumber

Description3
.1

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

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

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

Certificate of Amendment of Restated Certificate of
    Incorporation, dated July 14, 2005. !4
.1

Specimen Common Stock Certificate.*4
.2

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

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

Registration Rights Agreement, dated February 19, 2008, by
    and between the Registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ10
.1

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

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

Technology Development Agreement, dated as of May 27, 1997,
    between the Registrant and the Arizona Board of Regents, acting
    for and on behalf of Arizona State University.***10
.4

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

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

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

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

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

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

Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between the Registrant and Dr. David
    Chaplin.#@10
.13

Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002.#@10
.14

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
.15

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
.16

Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999.&10
.17

Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002.&10
.18

Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14,
    2003.&10
.19

License Agreement by and between Active Biotech AB
    (Active) and the Company dated November 16,
    2001.&10
.20

License Agreement by and between Active and the Company dated
    April 23, 2002.&10
.21

Funded Research Agreement by and between the Company and The
    Foundation Fighting Blindness, effective as of October 30,
    2002.&&10
.22

Registration Rights Agreement, dated as of June 10, 2003,
    among the Registrant and the Purchasers signatory
    thereto.&&&10
.23

Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%@10
.24

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




---



##### Table of Contents



ExhibitNumber

Description10
.25

Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%10
.26

Stockholder Rights Agreement.!!10
.27

OXiGENE 2005 Stock Plan.!!!@10
.28

Form of Incentive Stock Option Agreement under OXiGENE 2005
    Stock Plan.$@10
.29

Form of Non-Qualified Stock Option Agreement under OXiGENE 2005
    Stock Plan.$@10
.30

Form of Restricted Stock Agreement under OXiGENE 2005 Stock
    Plan.$@10
.31

Description of Director Compensation Arrangement.!!!!@10
.32

Description of Named Executive Officers Compensation
    Arrangements.!!!!@10
.33

Lease Modification Agreement No. 1 by and between The
    Realty Associates Fund III and the Registrant, dated as of
    May 25, 2005. !!!!10
.34

Second Amendment to Lease by and between BP Prospect Place LLC
    and the Registrant, dated as of March 28, 2006. $$10
.35

Employment Agreement, dated as of April 25, 2006, between
    the Registrant and Peter Harris, M.D. $$$@10
.36

Employment Agreement, dated as of June 29, 2006, between
    the Registrant and Dr. Richard Chin. $$$$@10
.37

Separation Agreement dated as of June 29, 2006, between the
    Registrant and Mr. Frederick W. Driscoll. $$$$@10
.38

Amendment No. 1 to Employment Agreement, dated as of
    September 26, 2006, between the Registrant and Joel-Tomas
    Citron.$$$$$@10
.39

Employment Agreement, dated as of February 28, 2007,
    between the Registrant and John Kollins.%%%%@10
.40

Amendment No. 1 to Employment Agreement, dated as of
    January 1, 2007, between the Registrant and David
    Chaplin.%%%%@10
.41

Separation Agreement, dated as of December 4, 2006, between
    the Registrant and Scott Young.%%%%@10
.42

Amendment No. 2 to Employment Agreement, dated as of
    July 9, 2007, between the Registrant and
    Joel-Tomas
    Citron.ˆ@10
.43

Employment Agreement, dated as of July 27, 2007, between
    the Registrant and Patricia Walicke.ˆˆ@10
.44

Separation Agreement, dated as of September 21, 2007,
    between the Registrant and Peter Harris.ˆˆˆ@10
.45

Common Stock Purchase Agreement, ,dated February 19, 2008,
    between the Registrant and Kingsbridge Capital
    Limited.ˆˆˆˆ14


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


Consent of Ernst & Young LLP.31
.1

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

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


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




---



##### Table of Contents



###
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2000.####
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2002.+
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-92747)
    and any amendments thereto.++
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 28, 1999.&
    
    Incorporated by reference to Amendment No. 3 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&
    
    Incorporated by reference to Amendment No. 4 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&&
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-3
    (file
    no. 333-106307)
    and any amendments thereto.&&&&
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2003.%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2004.%%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2004.!
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-126636)
    and any amendments thereto.!!
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form 8-A,
    dated March 30, 2005 and any amendments thereto.!!!
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 11, 2005.!!!!
    
    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 June 19, 2006.$$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 6, 2006.$$$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on September 29, 2006.%%%
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 20, 2007.%%%%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2007.ˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 11, 2007.ˆˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on August 1, 2007.ˆˆˆ
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007.ˆˆˆˆ
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on February 21,2008+++
    
    Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the Securities and Exchange Commission.@
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this
    Form 10-K
    pursuant to Item 15(a) of this report.