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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, 2006o

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

13-3679168(I.R.S. Employer
    Identification No.)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. o
  Rule 12b-2
 Large accelerated
    filer o     Accelerated
    filer þ     Non-accelerated
    filer o
  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


5CLINICAL TRIAL
    PROGRAM


6REGULATORY
    MATTERS


11RESEARCH AND
    DEVELOPMENT AND COLLABORATIVE ARRANGEMENTS


15PATENTS AND TRADE
    SECRETS


16COMPETITION


19EMPLOYEES


20ITEM 1A.


RISK
    FACTORS


22ITEM 1B.


UNRESOLVED STAFF
    COMMENTS


28ITEM 2.


PROPERTIES


28ITEM 3.


LEGAL
    PROCEEDINGS


28ITEM 4.


SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


28PART II


29ITEM 5.


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


29ITEM 6.


SELECTED FINANCIAL
    DATA


30ITEM 7.


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


31OVERVIEW


31RESULTS OF
    OPERATIONS


36LIQUIDITY AND
    CAPITAL RESOURCES


39ITEM 7A.


QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


41ITEM 8.


FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


41ITEM 9.


CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


41ITEM 9A.


CONTROLS AND
    PROCEDURES


42ITEM 9B.


OTHER
    INFORMATION


44PART III


44ITEM 10.


DIRECTORS ,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


44ITEM 11.


EXECUTIVE
    COMPENSATION


44ITEM 12.


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


44ITEM 13.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE


44ITEM 14.


PRINCIPAL
    ACCOUNTING FEES AND SERVICES


44PART IV


44ITEM 15.


EXHIBITS, FINANCIAL
    STATEMENT SCHEDULES


44EX-23 Consent of Ernst & Young LLPEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32 Section 906 Certification of CEO and CFO   1




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PART I  ITEM 1.
    BUSINESS INTRODUCTION    Development
    Programs and Product Candidates
  (Combretum caffrum) in vitro in vivo
  Vascular
    Disrupting Agents, or VDAs
    In vitro
  Journal of Clinical Investigation
 2




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CA4P
    and Its Application in Oncology
        and/or
        
    A Phase II clinical trial in patients with advanced,
    inoperable, platinum-resistant ovarian cancer in combination
    with carboplatin and paclitaxel; and
    A Phase Ib clinical trial in patients with advanced solid
    tumors in combination with the anti-angiogenic drug,
    Avastin®(Bevacizumab). 3




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CA4P
    and Its Application in Ophthalmology
    30-50 year
      Ortho-Quinone
    Prodrugs, or OQPs i.e. VDAs with possible intrinsic
    cytotoxicity
    OXi4503
    and Its Application in Oncology
      Company
    Background
  781-547-5900; 781-547-6800). www.OXiGENE.com. Form 10-K,
 4




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Form 10-Q, Form 8-K,
 TECHNOLOGY
    OVERVIEW              Combretastatin. (Combretum caffrum).
 5




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exhibit VDA-like
 CLINICAL
    TRIAL PROGRAM  Combretastatin
    A-4
    Prodrug.
     6




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CA4P
    in Oncology
    CA4P for
    the Treatment of ATC
  and/or
       7




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and/or
    Phase II:
    CA4P in Combination with Chemotherapy for the Treatment of
    Advanced, Platinum-Resistant Ovarian Cancer
        sub-population
 8




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Phase Ib:
    CA4P in Combination with the Anti-Angiogenic Agent, Avastin, for
    the Treatment of Solid Malignancies
               9




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Other
    Clinical Trials with CA4P in Oncology:
  -
    OXi4503
    in Oncology
      CA4P
    in Diseases of the Eye
    30-50 year
   10




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REGULATORY
    MATTERS  Government
    Regulation and Product Approval
      
    completion of preclinical laboratory tests, animal studies and
    formulation studies according to Good Laboratory Practices;
    submission 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 product 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 safety,
    identity, strength, quality and purity; and
    FDA review and approval of the NDA.  United
    States Drug Development Process
  30-day
 11




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
    Phase I:  The drug is initially introduced
    into healthy human subjects or patients with the disease 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 a
    less restricted patient population at geographically dispersed
    clinical study sites where the test drug is compared with best
    established treatment. 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
   12




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Expedited
    review and approval
  and/or
  Orphan
    Drug
    Post-approval
    Requirements
   13




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Foreign
    Regulation
      Reimbursement
   14




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RESEARCH
    AND DEVELOPMENT AND COLLABORATIVE ARRANGEMENTS  day-to-day
  
    Gray Cancer Institute, Middlesex, United Kingdom;
    Baylor University, Waco, Texas;
    Arizona State University, Tempe, Arizona;
    The University of Texas MD Anderson Cancer Center, Houston,
    Texas; and
    Beth Israel Deaconess Medical Center, Boston, Massachusetts.   15




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and/or
    and/or
 PATENTS
    AND TRADE SECRETS    Patent Protection.
      Granted Patents and Pending Applications.
 16




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and/or
    OXiGENEs
    United States Patent Portfolio
  Patents Pending


Patents GrantedProduct LineCombretastatins


14



16Baylor VDA Compounds


9



7Benzamides,
    Nicotinamides, & Cordycepins


1



7Diagnostic


0



1Total


24



31     Title of Patent

U.S. PatentNo.


Date of Expiration

Holder of Patent

ImportanceCombretastatin
    A-4


4,996,237


February 26, 2008

Arizona State University

Provides
    composition-of-matter
    protection for the active, tubulin-binding parent compound of
    the prodrug CA4P, as well as protection for
    methods-of-use
    for treatment of cancer. CA4 is generated in the body following
    administration of CA4P, which is the Companys most
    advanced product.Combretastatin
    A-4 Prodrug


5,561,122


December 22, 2014

Arizona State University

Provides
    composition-of-matter
    protection for the Companys lead VDA compound, CA4P.
    Claims were also granted for methods of using CA4P for the
    treatment of cancer.Isolation, Structural Elucidation,
    and Synthesis of novel Antineoplastic Agents termed
    Combretastatins


5,569,786


October 29, 2013

Arizona State University

Provides
    composition-of-matter
    protection for several Combretastatins, including CA1, which is
    the active, tubulin- binding compound of OXi4503, the
    Companys most advanced second generation compound. 17




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Title of Patent

U.S. PatentNo.


Date of Expiration

Holder of Patent

ImportanceIsolation, Structural Elucidation,
    and Synthesis of novel Antineoplastic Agents termed
    Combretastatins


5,409,953


April 25, 2012

Arizona State University

Provides methods of using
    Combretastins, including CA1, for the treatment of cancerous
    cells. CA1 is the active, tubulin-binding parent compound of
    OXi4503, the Companys most advanced second generation
    compound.Compositions and Methods
    for Use in Targeting Vascular Destruction


6,538,038


February 16, 2020

OXiGENE, Inc.

Provides methods of using
    phosphate prodrugs of tubulin-binding compounds, including CA4P
    and OXi4503,  to selectively target the proliferating
    vasculature of cancers, proliferative retinopathies, and other
    diseases characterized by the presence of unwanted
    neovascularization.Combretastatin
    A-4 
    Phosphate Prodrug Mono- and Di-Organic Amine Salts, Mono- and
    Di-Amino
    Acid Salts, and Mono- and
    D-Amino Acid
    Ester Salts


6,670,344


September 11, 2021

Bristol-Myers
    Squibb Company

Provides novel Tromethamine
    (TRIS) and Histidine salt forms of CA4P along
    with methods for their use and manufacture. The preferred TRIS
    salt composition provides enhanced formulation properties over
    the Disodium salt of CA4P.Efficient Method of
    Synthesizing 
    Combretastatin
    A-4 Prodrugs


6,743,937


July 17, 
    2021

OXiGENE, Inc.

Provides methods of synthesizing
    combretastatin A4 phosphate esters, prodrugs and
    trans-isomers thereof.Use of combretastatin A4 and its
    prodrugs as an immune enhancing therapy


6,773,702


December 26, 2021

OXiGENE, Inc. andBristol-Myers
    Squibb Company

Provides treatment methods for
    counteracting tumor-induced immunosuppression (e.g., during
    conventional immunotherapy) that avoid vascular destruction by
    administering combretastatin A4 or prodrugs thereof.Combretastatin
    A-4 
    Phosphate Prodrug Mono- and Di-Organic Amine Salts, Mono- and
    Di-Amino
    Acid Salts, and Mono- and
    D-Amino Acid
    Ester Salts


6,855,702


September 11, 2021

Bristol-Myers Squibb Company

Provides optionally substituted
    aliphatic organic amine forms of CA4P, and pharmaceutical
    compositions comprising such compounds.Synthesis of Combretastatin
    A-4 Prodrugs
    and Trans-Isomers thereof


7,018,987


January 8, 2019

Arizona State University

Provides methods for synthesizing
    combretastatin 
    A-4 phosphate esters and trans-isomers thereof. Provides
    novel salt forms of CA4P along with methods for their use and
    manufacture. 18




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Title of Patent

U.S. PatentNo.


Date of Expiration

Holder of Patent

ImportanceMethods for Modulating Tumor
    Growth and Metastasis


7,037,906


December 20, 2021

OXiGENE, Inc.
    / Bristol-Myers Squibb Company

Provides methods for modulating
    tumor growth or metastasis in a subject by administering a
    combination comprising CA4P and Paclitaxel.Combretastatin
    A-1 
    Phosphate and Combretastatin B-1 Phosphate Prodrugs


7,078,552


September 1, 2021

Arizona State University

Provides
    composition-of-matter,
    method-of-use,
    and
    method-of-synthesis
    protection for OXI4503 (CA1P), the Companys most advanced
    second generation compound, as well as related compounds.   Combretastatins. and/or and/or
  Baylor VDA Compounds.
   COMPETITION       19




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EMPLOYEES  (22)
  SCIENTIFIC
    ADVISORY BOARD AND CLINICAL TRIAL ADVISORY BOARD
    out-of-pocket
    ADRIAN L. HARRIS, M.D.
  ROBERT S. KERBEL, Ph.D. 1991-2002, Editor-in-Chief
  DIETMAR W. SIEMANN, Ph.D. (Chairman)
 20




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Section (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. 1996-2002.
  GORDON RUSTIN, M.D.
 21




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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
    products have not completed clinical trials, and may never
    demonstrate sufficient safety and efficacy in order to do
    so.
   22




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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.
   23




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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 CA4P, OXi4503 and other programs from
    third parties. If our license agreements terminate, we may lose
    the licensed rights to our product candidates, including CA4P
    and OXi4503, and we may not be able to continue to develop them
    or, if they are approved, market or commercialize
    them.
      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.
   24




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and/or
  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.
   25




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The
    uncertainty associated with pharmaceutical reimbursement and
    related matters may adversely affect our business.
    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
 26




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and/or and/or and/or
    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.
   27




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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 shareholder rights
    agreement and Delaware law could defer a change of our
    management which could discourage or delay offers to acquire
    us.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   28




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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 2006


Fiscal Year 2005High


Low


High


LowFirst Quarter

$
4.70


$
3.65


$
6.12


$
4.02Second Quarter


4.83



3.31



5.22



3.63Third Quarter


4.29



2.82



5.66



4.33Fourth Quarter

$
5.88


$
3.72


$
5.78


$
3.89        29




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ITEM 6.
    SELECTED
    FINANCIAL DATA  SUMMARY
    FINANCIAL INFORMATION
  Form 10-K.
  Years Ended December 31,2002


2003


2004


2005


2006(Amounts in thousands, except per share amounts)STATEMENT OF OPERATIONS DATA:License revenue

$



$
30


$
7


$
1


$
Operating costs and expenses:Research and development


5,201



4,036



5,947



7,098



10,816General and administrative


7,438



5,282



4,540



5,951



7,100Total operating costs and expenses


12,639



9,318



10,487



13,049



17,916Operating loss


(12,639
)


(9,288
)


(10,480
)


(13,048
)


(17,916
)Investment income


335



321



470



1,135



2,502Interest expense


(53
)


(36
)










Other income (expense), net


1,344



635



(14
)


4



(43
)Net loss

$
(11,013
)

$
(8,368
)

$
(10,024
)

$
(11,909
)

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


(0.88
)


(0.63
)


(0.611
)


(0.61
)


(0.56
)Weighted average number of common
    shares outstanding

$
12,514


$
13,184


$
16,560


$
19,664


$
27,626   Years Ended December 31,2002


2003


2004


2005


2006(Amounts in thousands)BALANCE SHEET DATA:Cash, cash equivalents and
    available-for-sale
    securities

$
11,830


$
18,572


$
30,502


$
58,855


$
45,839Working capital


8,446



15,250



21,457



52,221



41,767Total assets


13,598



20,205



31,757



60,268



47,642Total liabilities


3,578



3,735



2,622



3,734



4,222Accumulated deficit


(71,654
)


(80,022
)


(90,046
)


(101,955
)


(117,412
)Total stockholders equity


10,020



16,470



29,135



56,534



43,420    30




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION   OVERVIEW      Our
    Development Programs and Product Candidates
  (Combretum
    caffrum) in vitro in vivo
     31




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project-by-project
    Financial
    Resources
    available-for-sale
    
    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 at the price 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 32




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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.    and/or
  Critical
    Accounting Policies and Significant Judgments and
    Estimates
      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
  Research
    and Development
   33




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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   34




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Form 10-K,
      Recent
    Accounting Pronouncements
     35




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RESULTS
    OF OPERATIONS  Years
    ended December 31, 2006 and 2005
  Revenues
      Costs
    and Expenses
    2005


2006% of Total





% of TotalOperating





OperatingAmount


Expenses


Amount


Expenses


Increase (Decrease)$


%Research and development

$
7,098



54
%

$
10,816



60
%

$
3,718



52
%General and administrative


5,951



46
%


7,100



40
%


1,149



19
%Total operating
    expenses

$
3,049



100
%

$
17,916



100
%

$
4,867



37
%     Research and development expenses
    2005


2006% of





% of TotalExpense





OperatingAmount


Category


Amount


Expenses


Increase (Decrease)$


%Employee compensation and related

$
2,418



34
%

$
4,007



37
%

$
1,589



66
%External services


4,394



62
%


6,064



56
%


1,670



38
%Stock-based compensation


76



1
%


474



4
%


398



524
%Other


210



3
%


271



3
%


61



29
%Total research and
    development

$
7,098



100
%

$
10,816



100
%

$
3,718



52
%    36




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,
  General and administrative expenses
    2005


2006% of





% of TotalExpense





OperatingAmount


Category


Amount


Expenses


Increase (Decrease)$


%Employee compensation and related

$
1,384



23
%

$
2,137



30
%

$
753



54
%Consulting and professional
    services


2,889



49
%


1,994



28
%


(895
)


(31
)%Facilities related


639



11
%


561



8
%


(78
)


(12
)%Stock-based compensation


232



4
%


1,392



20
%


1,160



500
%Other


807



13
%


1,016



14
%


209



26
%Total research and
    development

$
5,951



100
%

$
7,100



100
%

$
1,149



19
%       Other
    Income and Expenses
  available-for-sale
  Tax
    Matters
   37




---



##### Table of Contents



Years
    ended December 31, 2005 and 2004
  Revenues
    Costs and
    Expenses
    2004


2005% of Total





% of TotalOperating





OperatingAmount


Expenses


Amount


Expenses


Increase (Decrease)$


%Research and development

$
5,947



57
%

$
7,098



54
%

$
1,151



19
%General and administrative


4,540



43
%


5,951



46
%


1,411



31
%Total operating
    expenses

$
10,487



100
%

$
13,049



100
%

$
2,562



24
%   Research and development expenses
    2004


2005% of





% ofExpense





ExpenseAmount


Category


Amount


Category


Increase (Decrease)$


%Employee compensation and related

$
1,208



20
%

$
2,418



34
%

$
1,210



100
%External services


4,473



75
%


4,394



62
%


(79
)


(2
)%Stock-based compensation


120



2
%


76



1
%


(44
)


(37
)%Other


146



3
%


210



3
%


64



44
%Total research and
    development

$
5,947



100
%

$
7,098



100
%

$
1,151



19
%    38




---



##### Table of Contents



General
    and administrative expenses
    2004


2005% of





% ofExpense





ExpenseAmount


Category


Amount


Category


Increase (Decrease)$


%Employee compensation and related

$
1,104



24
%

$
1,384



23
%

$
280



25
%Consulting and professional
    services


2,508



55
%


2,889



49
%


381



15
%Facilities related


329



7
%


639



11
%


310



94
%Stock-based compensation


37



1
%


232



4
%


195



527
%Other


562



13
%


807



13
%


245



44
%Total general and
    administrative

$
4,540



100
%

$
5,951



100
%

$
1,411



31
%     Other
    Income and Expenses
  available-for-sale
 LIQUIDITY
    AND CAPITAL RESOURCES  available-for-sale
 39




---



##### Table of Contents



Year Ended December 31,2004


2005


2006Operating activities:Net loss

$
(10,024
)

$
(11,909
)

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


283



450



2,051Changes in operating assets and
    liabilities:


(650
)


961



103Net cash used in operating
    activities


(10,391
)


(10,498
)


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


3,218



(11,988
)


(3,576
)Purchase of furniture, fixtures
    and equipment


(50
)


(112
)


(194
)Other


(160
)


(37
)


5Net cash provided by (used in)
    investing activities


3,008



(12,137
)


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


22,411



38,934



411Other


82



57Net cash provided by financing
    activities


22,493



38,991



411Increase (Decrease) in cash and
    cash equivalents


15,110



16,356



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


878



15,988



32,344Cash and cash equivalents at end
    of year

$
15,988


$
32,344


$
15,687     available-for-sale
  and/or
 40




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess Than


1-3


4-5


After 5Total


1 Year


Years


Years


YearsClinical development and related
    commitments

$
6,671


$
6,568


$
93


$
10


$
Operating leases


2,206



702



1,207



297


$
Total contractual cash obligations

$
8,877


$
7,270


$
1,300


$
307


$
       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   41




---



##### Table of Contents



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
   42




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 
    43




---



##### 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
   44




---



##### 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.&&&10
.1

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

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

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

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

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

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

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

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

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

Restricted Stock Agreement for
    Employees, dated as of January 2, 2002, between the
    Registrant and Dr. David Chaplin.#@10
.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.%% 45




---



##### 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 September 26, 2006, between the Registrant
    and Joel-Tomas Citron.$$$$$@14


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


Consent of Ernst & Young
    LLP.31
.1

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

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


Certification of Chief Executive
    and Financial Officers Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.     *
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (file
    no. 33-64968)
    and any amendments thereto.**
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1996.***
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1997.****
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1999.#
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2002.##
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002.###
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2000.####
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2002.+
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-92747)
    and any amendments thereto.++
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 28, 1999. 46




---



##### Table of Contents



&
    
    Incorporated by reference to Amendment No. 3 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&
    
    Incorporated by reference to Amendment No. 4 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002.&&&
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-3
    (file
    no. 333-106307)
    and any amendments thereto.&&&&
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2003.%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2004.%%
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2004.!
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file no. 333-126636)
    and any amendments thereto.!!
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form 8-A,
    dated March 30, 2005 and any amendments thereto.!!!
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on July 11, 2005.!!!!
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2005.$
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2005.$$
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2006.$$$
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on 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.+++
    
    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. 47




---



##### 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 15, 2007/s/  David
    ChaplinDavid
    Chaplin Ph.D

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

March 15, 2007/s/  Richard
    ChinRichard
    Chin M.D.

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

March 15, 2007/s/  James
    B. MurphyJames
    B. Murphy

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

March 15, 2007/s/  Arthur
    B. LafferArthur
    B. Laffer Ph.D.

Director

March 15, 2007/s/  William
    N. ShieblerWilliam
    N. Shiebler

Director

March 15, 2007/s/  Per-Olof
    SöderbergPer-Olof
    Söderberg

Director

March 15, 2007/s/  J.
    Richard
    ZecherJ.
    Richard Zecher Ph.D

Director

March 15, 2007  48




---



##### 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-2Consolidated
    Balance Sheets


F-3Consolidated
    Statements of Operations


F-4Consolidated
    Statements of Stockholders Equity


F-5Consolidated
    Statements of Cash Flows


F-6Notes to
    Consolidated 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
 Amounts in thousands
 except per share
    amounts
  Year Ended December 312006


2005ASSETSCurrent assets:Cash and cash equivalents

$
15,687


$
32,344Available-for-sale
    securities


29,661



23,355Prepaid expenses


270



81Other assets


371



175Total current assets


45,989



55,955Furniture and fixtures, equipment
    and leasehold improvements


1,248



1,054Accumulated depreciation


(1,007
)


(919
)241



135Available-for-sale
    securities  long term


491



3,156License agreements, net of
    accumulated amortization of $724 and $626 at December 31,
    2006 and 2005, respectively


777



873Deposits


144



149Total assets

$
47,642


$
60,268LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
683


$
693Accrued research and development


2,603



1,719Accrued other


936



1,322Total current liabilities


4,222



3,734Commitments and contingencies
    (Note 5)Stockholders equity:Common stock, $.01 par value,
    100,000 shares authorized; 28,175 shares in 2006 and
    28,037 shares in 2005, issued and outstanding


282



280Additional paid-in capital


160,569



160,885Accumulated deficit


(117,412
)


(101,955
)Accumulated other comprehensive
    loss


(19
)


(85
)Notes receivable






(187
)Deferred compensation






(2,404
)Total stockholders equity


43,420



56,534Total liabilities and
    stockholders equity

$
47,642


$
60,268    F-3




---



##### Table of Contents



OXiGENE,
    Inc.
  Statements
    of Operations
 (All amounts in
    thousands,
 except per share
    amounts)
  Year Ended December 312006


2005


2004License revenue

$



$
1


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


10,816



7,098



5,947General and administrative


7,100



5,951



4,540Total operating costs and expenses


17,916



13,049



10,487Loss from Operations


(17,916
)


(13,048
)


(10,480
)Investment income


2,502



1,135



470Other (expense) income, net


(43
)


4



(14
)Net loss

$
(15,457
)

$
(11,909
)

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

$
(0.56
)

$
(0.61
)

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


27,626



19,664



16,560(1) Includes share-based
    compensation expense as follows:Research and development

$
473


$
76


$
120General and administrative


1,392



232



38    F-4




---



##### Table of Contents



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


Additional





Other








Total$.01 Par Value


Paid-in


Accumulated


Comprehensive


Notes


Deferred


StockholdersShares


Amount


Capital


Deficit


(Loss)


Receivable


Compensation


EquityBalance at December 31,
    2003


13,994


$
140


$
97,674


$
(80,022
)

$
(132
)

$
(962
)

$
(228
)

$
16,470Unrealized gain from
    available-for-sale
    securities


















38











38Net loss














(10,024
)














(10,024
)Comprehensive loss






























(9,986
)Issuance of common stock in
    connection with private financing, net of expenses of $1,837


2,756



27



22,332



















22,359Issuance of common stock upon
    exercise of options


20







52



















52Compensation expense related to
    restricted stock


(9
)






(26
)














156



130Payment of notes receivable






















82







82Interest on notes receivable










21











(21
)






Cancellation of notes receivable


(47
)






(517
)










517







Options issued for services
    provided by non-employees










(9
)














37



28Balance 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
)














(11,900
)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
)

$



$



$
43,420  F-5




---



##### Table of Contents



OXiGENE,
    Inc.
  Statements
    of Cash Flows
 (Amounts in thousands)
  Year Ended December 312006


2005


2004Operating activities:Net loss

$
(15,457
)

$
(11,909
)

$
(10,024
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation


88



44



27Amortization of license agreement


98



98



98Stock-based compensation


1,865



308



158Changes in operating assets and
    liabilities:Restricted cash










364Prepaid expenses and other current
    assets


(385
)


(151
)


(56
)Accounts payable, accrued expenses
    and other payables


488



1,112



(958
)Net cash used in operating
    activities


(13,303
)


(10,498
)


(10,391
)Investing activities:Purchase of
    available-for-sale
    securities


(53,287
)


(33,392
)


(9,777
)Proceeds from sale of
    available-for-sale
    securities


49,711



21,404



12,995Amount paid for license agreements










(155
)Purchase of furniture, fixtures
    and equipment


(194
)


(112
)


(50
)Deposits


5



(37
)


(5
)Net cash provided by (used in)
    investing activities


(3,765
)


(12,137
)


3,008Financing activities:Proceeds from issuance of common
    stock


411



38,934



22,411Payment of notes receivable and
    related interest






57



82Net cash provided by financing
    activities


411



38,991



22,493Increase (decrease) in cash and
    cash equivalents


(16,657
)


16,356



15,110Cash and cash equivalents at
    beginning of year


32,344



15,988



878Cash and cash equivalents at end
    of year

$
15,687


$
32,344


$
15,988Non-cash disclosures:Reclassification of deferred
    compensation

$
2,404


$



$
Cancellation of notes receivable

$
194


$
151


$
517    F-6




---



##### Table of Contents



OXiGENE,
    INC.
  Notes
    to Financial Statements
 December 31, 2006
  1.
    Description
    of Business and Significant Accounting Policies  Description
    of Business
      available-for-sale
  and/or
  Basis
    of Presentation
    Use of
    Estimates
    Concentration
    of Credit Risk
   F-7




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
    Cash
    and Cash Equivalents
    Available-for-Sale
    Securities
  Accounting for Certain
    Investments in Debt and Equity Securities available-for-sale Available-for-sale available-for-sale other-than-temporary available-for-sale available-for-sale other-than-temporarily
   F-8




---



##### Table of Contents



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


GrossUnrealized


UnrealizedCost


Gains


Losses


Fair ValueCurrentGovernment bonds and
    notesMaturing in less than 2 years

$
1,995


$



$
(13
)

$
1,982Corporate bondsMaturing in less than 2 years


12,529







(5
)


12,524Commercial Paper


11,654











11,654Certificates of
    deposit


3,501











3,501Subtotal current
    available-for-sale
    securities


29,679







(18
)


29,661Long TermCorporate bondsMaturing in less than 2 years


492







(1
)


491Subtotal long term
    available-for-sale
    securities


492







(1
)


491Total
    available-for-sale
    securities

$
30,171






$
(19
)

$
30,152   December 31, 2005Gross


GrossUnrealized


UnrealizedCost


Gains


Losses


Fair ValueCurrentGovernment bonds and
    notesMaturing in less than 2 years

$
3,782


$



$
(1
)

$
3,781Corporate bondsMaturing in less than 2 years


4,806







(28
)


4,778Maturing in 2 to 4 years


1,203











1,203Subtotal corporate
    bonds


6,009







(28
)


5,981Commercial Paper


9,334







(1
)


9,333Asset backed
    securities


3,268







(8
)


3,260Certificates of
    deposit


1,000











1,000Subtotal current
    available-for-sale
    securities


23,393







(38
)


23,355Long TermGovernment bonds and
    notesMaturing in less than 2 years


1,500







(28
)


1,472Corporate bondsMaturing in less than 2 years


1,703







(19
)


1,684Subtotal long term
    available-for-sale
    securities


3,203







(47
)


3,156Total
    available-for-sale
    securities

$
26,596


$



$
(85
)

$
26,511   other-than-temporarily
 F-9




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
  available-for-sale other-than-temporarily
  Research
    and Development
    Income
    Taxes
  Accounting for Income Taxes
  License
    Agreement
    Depreciation
   F-10




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
    Patents
    and Patent Applications
    Net
    Loss Per Share
  Earnings Per Share
  Stock-Based
    Compensation
     F-11




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
     Year Ended December 31,2004


2005(In thousands, except per share data)Reported net loss

$
(10,024
)

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


129



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


(2,250
)


(1,814
)Pro forma net
    loss

$
(12,145
)

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

$
(0.61
)

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

$
(0.73
)

$
(0.68
)       Weighted Average Assumptions

2004


2005


2006Risk-free interest rate


2.57
%


4.19
%


5.04
%Expected life


4 years



4 years



5 yearsExpected volatility


118
%


133
%


95
%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
 F-12




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
   Expected Volatility
  Expected Dividends
  Risk-Free Interest Rate
    Comprehensive
    Income (Loss)
  Reporting Comprehensive
    Income available-for-sale available-for-sale
  Revenue
    Recognition
    Agreements
     F-13




---



##### Table of Contents



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


AmountsThrough


Accrued as ofOriginal





Adjusted


December 31,


December 31,Charges


Adjustment


Charges


2006


2006General and AdministrativeEmployee severance and related
    costs

$
7


$



$
7


$
7


$
Research and developmentEmployee severance and related
    costs


468



7



475



144



331Total restructuring

$
475


$
7


$
482


$
151


$
331   Recent
    Accounting Pronouncements
  Fair Value
    Measurements (SFAS 157).
  Accounting for
    Uncertainty in Income Taxes  an Interpretation of
    FASB Statement No. 109.
 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,
    Warrants and Non-Vested Stock
  The
    following is a summary of the Companys stock option
    activity under the
    1996 and 2005 Plans:
  WeightedWeighted-


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Life


Value(In thousands)





(Years)


( In thousands)Options outstanding at
    December 31, 2005


1,672


$
6.31Granted


462



3.88Exercised


(168
)


2.44Forfeited


(334
)


5.84Options outstanding at
    December 31, 2006


1,632


$
6.11



7.28


$
877Option exercisable at
    December 31, 2005


1,119


$
6.19



5.80


$
522Option exercisable at
    December 31, 2006


1,024


$
6.90



6.33


$
493Options vested or expected to vest
    at December 31, 2006


1,587


$
6.16



7.23


$
856        F-16




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
      Weighted-AverageShares


Fair Value(In thousands)Unvested at January 1, 2006


520


$
5.18Vested


(210
)


5.19Forfeited


(10
)


5.20Unvested at December 31, 2006


300


$
5.18       Notes Receivable
     F-17




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
    Common
    Stock Available for Issuance
    4.
    Income
    Taxes      2006


2005Net operating loss carry-forwards

$
45,360


$
39,412Stock-based awards


306



(60
)Research & development
    credits


882



685Rent loss accrual


174



228Other


63



37Total deferred tax asset


46,785



40,302Valuation allowance

$
(46,785
)

$
(40,302
)Net deferred tax asset

$



$
     5.
    Commitments
    and Contingencies  Leases
     F-18




---



##### Table of Contents



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


Receipts from


NetCommitments


Sublease


Commitments2007

$
702


$
(211
)

$
4912008


716



(143
)


5732009


491







4912010


297







2972011










Thereafter










$
2,206


$
(354
)

$
852   License
    Agreements
    Litigation
    6.
    Retirement
    Savings Plan   F-19




---



##### Table of Contents



OXiGENE,
    INC.
  Notes to
    Financial Statements  (Continued)
   7.
    Quarterly
    Results of Operations (Unaudited)    Three Months EndedMarch 31,


June 30,


September 30


December 31,2005


2005


2005


2005License revenue

$



$



$



$
Net loss


(2,028
)


(3,058
)


(3,444
)


(3,379
)Basic and diluted net loss per
    share

$
(0.12
)

$
(0.15
)

$
(0.17
)

$
(0.16
)   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.&&&10
.1

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

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

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

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

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

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

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

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

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

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




---



##### Table of Contents



ExhibitNumber

Description10
.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 September 26, 2006, between the Registrant
    and Joel-Tomas Citron.$$$$$@14


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


Consent of Ernst & Young
    LLP.31
.1

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

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


Certification of Chief Executive
    and Financial Officers Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.     *
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (file
    no. 33-64968)
    and any amendments thereto.**
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1996.***
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1997.****
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1999.#
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2002.##
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002.###
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2000.####
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2002.+
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    (file
    no. 333-92747)
    and any amendments thereto.++
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    filed on December 28, 1999.&
    
    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.




---



##### Table of Contents



&&&&
    
    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.+++
    
    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.