##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2004 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)
    
    (IRS Employer Identification No.)230 Third AvenueWaltham, MA
    
    02451(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (781) 547-5900 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share
Common Stock Purchase Rights
(Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K,
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act.) Yes x No o The aggregate market value of the registrants voting and non-voting common stock held by
non-affiliates of the registrant (without admitting that any person whose shares are not included
in such calculation is an affiliate) computed by reference to the price at which the common stock
was last sold, as of the last business day of the registrants most recently completed second
fiscal quarter was $101,417,000. As of April 15, 2005 the aggregate number of outstanding shares of Common Stock of the registrant
was 20,053,354.




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.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.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.SIGNATURESEXHIBIT INDEXEx-31.1 Section 302 Certification of C.E.O.Ex-31.2 Section 302 Certification of C.F.O.    Table of Contents  EXPLANATORY NOTE This Annual Report on Form 10-K/A is being filed by the Registrant to amend the Annual Report on
Form 10-K filed by the Registrant on March 15, 2005 to include the information required to be
disclosed by Items 10-14 of Part III of Form 10-K. 2




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PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. (a) Identification of Directors. Our Board of Directors currently consists of six members, including four members who are
Non-Employee Directors within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and qualify as independent directors under the rules of the Nasdaq Stock Market,
Inc. Under our by-laws, the number of members of our Board of Directors is fixed from time to time
by the Board of Directors, and directors serve in office until the next annual meeting of
stockholders and until their successors have been elected and qualified. The following information with respect to each director has been furnished to us by that director.
The ages of the directors are as of March 31, 2005. Mr. Citron is currently the Chairman of the
Board of Directors, and Mr. Driscoll is currently our President and Chief Executive Officer. JOEL-TOMAS CITRON Age:
    
    42Director Since:
    
    2000; Chairman of the Board since December 2001Principal Occupation:
    
    Mr. Citron is President and Chief Executive Officer of Jovian Holdings Inc.Business Experience:
    
    Mr. Citron has served as President and Chief Executive Officer of Jovian
Holdings Inc. since 2002. Mr. Citron has served as the Chairman of Provide
Commerce, Inc., a San Diego-based company, since 2001. From 1998 to 2001
he was Vice Chairman, President and Chief Executive Officer of Miami-based
MasTec, Inc. Mr. Citron served as Chairman of the Board and President of
Proventus Inc., and was a Senior Executive of Proventus AB, a large
international investment company based in Stockholm, Sweden, from 1992 to
1998.
 FREDERICK W. DRISCOLL Age:
    
    54Director Since:
    
    2002Principal Occupation:
    
    Mr. Driscoll has been our President and Chief Executive
Officer since June 11, 2002. Prior to that, Mr.
Driscoll had served as our President of Finance and
Operations since 2000.Business Experience:
    
    Prior to joining us, from 1996 to 2000, Mr. Driscoll
worked at Collagenesis Corporation, most recently as
Senior Vice President of Finance and Operations. From
1974 to April 1996, he served in various senior
management positions at Instrumentation Laboratory.Other Directorships:
    
    Neurofibromatosis, Inc. (private)
 ARTHUR B. LAFFER, PH.D. Age:
    
    64Director Since:
    
    1998
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Principal Occupation:
    
    Dr. Laffer has been the Chairman and
Chief Executive Officer of Laffer
Associates, an economic research and
financial consulting firm since 1979.
Dr. Laffer is also a co-founder,
Chairman and Chief Executive Officer
of Laffer Advisers, Inc., a broker
dealer, since 1981, and a co-founder,
Chairman and Chief Executive Officer
of Laffer Investments, an
institutional money management firm
since 1999.Business Experience:
    
    From 1981 to 1989, Dr. Laffer was a
member of President Ronald Reagans
Economic Policy Advisory Board. Dr.
Laffer was a member of the Policy
Committee and the Board of Directors
of the American Council for Capital
Formation in Washington, D.C. He was
a Distinguished University Professor
at Pepperdine University, and a
member of Pepperdines Board of
Directors. From 1976 to 1984, Dr.
Laffer was the Charles B. Thornton
Professor of Business Economics at
the University of Southern
California. From 1970 to 1976, Dr.
Laffer was an Associate Professor of
Business Economics at the University
of Chicago. From 1972 to 1977, Dr.
Laffer was a consultant to the
Secretaries of Treasury and Defense.
From October 1970 to July 1972, Dr.
Laffer was the First Chief Economist
at the Office of Management and
Budget under George Shultz, while on
leave of absence from the University
of Chicago.Other Directorships:
    
    Dr. Laffer serves on the board of
directors or board of advisors of
numerous public and private companies
including Veolia Environment
(public), Provide Commerce, Inc.
(public), MPS Group, Inc. (public),
Petco Animal Supplies (public) and
Nicholas Applegate Growth Equity Fund
(public Investment Company Act
company).
 PER-OLOF SÖDERBERG Age:
    
    49Director Since:
    
    1997Principal Occupation:
    
    Mr. Söderberg is Chairman and co-owner of Söderberg &
Partners, a financial services company specializing in
pension money consulting and insurance brokerage in the
Scandinavian market.Business Experience:
    
    Mr. Söderberg holds a Masters degree from Stockholms
School of Economics and an MBA from INSEAD, France. Mr.
Söderberg has twenty-five years business experience as
a board member of several companies and as an investor,
but also with wholesale and trading companies located
in Scandinavia. Prior to founding Söderberg & Partners
in 2004, Mr. Söderberg was President of Dahl
International for fifteen years, a company which has
grown from a local wholesaler to the leading wholesaler
in its area with over 250 affiliates in Denmark,
Norway, Poland, Sweden, Estonia and Finland.Other Directorships:
    
    RATOS, a private equity company publicly listed in
Stockholm; Dahl International, a leading building
material wholesaler; and a board member of the
Stockholm School of Economics.
 WILLIAM N. SHIEBLER Age:
    
    63Director Since:
    
    2002Principal Occupation:
    
    Mr. Shiebler is Vice Chairman of Deutsche Asset
Management and Chairman of Scudder Investments.Business Experience:
    
    Prior to joining Deutsche Bank, Mr. Shiebler was the
President and CEO of Putnam Mutual Funds. In 1999 Mr.
Shiebler retired from Putnam Investments until March
2002 when he assumed
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his responsibilities at Deutsche
Bank.Other Directorships:
    
    Mr. Shiebler is a Director of Attensity Corp. Mr.
Shiebler is a Trustee of various Scudder Mutual Funds.
Mr. Shiebler is also a Trustee or Director of a number
of corporate and community organizations, including the
U.S. Ski Team, Kean University and the Oquirrh
Institute.
 J. RICHARD ZECHER, PH.D. Age:
    
    64Principal Occupation:
    
    Mr. Zecher is a founder of Investor Analytics, an
Internet based risk management system that supports
portfolio managers, and the Head of the Investor
Analytics Institute, the research arm of Investor
Analytics.Business Experience:
    
    Prior to founding Investor Analytics, Mr. Zecher was
President and CEO of UBS Asset Management, Inc., and of
its predecessor, Chase Investors Management
Corporation. From 1986 to 1990, Mr. Zecher held the
positions of Treasurer and Global Risk Manager at the
Chase Manhattan Bank, and from 1981 to 1986 he was the
Chief Economist at Chase. He served as a Public
Director on the Chicago Board Options Exchange from
1979 through 1997, and was Chairman of its Audit
Committee from 1988 through 1997.Other Directorships:
    
    Mr. Zecher is the Chairman of the Board of Queensboro
Management, Limited and a board member of Investor
Analytics LLC and Sutton Asset Management LLC.
 (b) Identification of Executive Officers. Management Officers are elected annually by our Board of Directors and serve at the discretion of the
Board of Directors. See above for biographical information pertaining to Joel-Tomas Citron, our
Chairman of the Board, and Frederick W. Driscoll, our President and Chief Executive Officer. David (Dai) Chaplin, Ph.D., 49, was appointed Chief Scientific Officer and Head of Research and
Development in July 2000. From 1999 to 2000, Dr. Chaplin served as Vice President of Oncology at
Aventis Pharma in Paris. Prior to the merger of Rhone Poulenc Rorer (RPR) with Hoechst Marion
Roussell, Dr. Chaplin was Senior Director of Oncology at RPR from 1998 to 1999. From 1992 to 1998,
Dr. Chaplin headed up the Cancer Research Campaigns (CRC) Tumor Microcirculation Group, based at
the Gray Laboratory Cancer Research Trust, Mount Vernon Hospital, London. During this time, he was
also a member of the CRC Phase I/II clinical trials committee. Dr. Chaplin also served as Section
Head of Cancer Biology at Xenova in the U.K. from 1990 to 1992, and held a senior staff appointment
at the British Columbia Cancer Research Centre from 1982 to 1990. Scott Young, 42, was appointed Chief Operating Officer in March 2004. Mr. Young served as OXiGENEs
vice president of clinical and regulatory affairs from January 2002 until March 2004. In addition,
since 1999 Mr. Young has served as OXiGENEs designated regulatory representative to the U.S. Food
and Drug Administration and international pharmaceutical regulatory bodies. Prior to joining
OXiGENE in 1997, Mr. Young was the principal project manager and regulatory representative for a
partnership between Genzyme Corp. and Diacrin, Inc. in the development of xenotransplantation
therapy to treat Parkinsons disease. Mr. Young also has served in several roles at RepliGen Corp.
and as a process development scientist at Genetics Institute, now part of Wyeth-Ayerst. Mr. Young
holds a bachelor of science degree in biochemistry from the University of Massachusetts at Amherst
and a masters degree in public health from Harvard University. James B. Murphy, 48, was appointed Chief Financial Officer in March 2004. From 2001 until May 2003,
Mr. Murphy was vice president of finance for Whatman Inc., of Marlborough, Massachusetts, a
subsidiary of U.K.-based Whatman plc (LSE: WHM), a publicly traded manufacturer of filtration and
separation products for the pharmaceutical industry. From 1994 through 2001, Mr. Murphy worked at
HemaSure (NASDAQ: HMSR), a spin- 5




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off of Sepracor, Inc., serving as the companys senior vice president of finance and
administration, and later as senior vice president and chief financial officer. From 1990 to 1994,
he was corporate controller at Sepracor (NASDAQ: SEPR), a diversified pharmaceutical, medical
device and biotechnology products company based in Marlborough, Massachusetts. Mr. Murphy holds a
BA in economics and accounting from the College of the Holy Cross and is registered as a Certified
Public Accountant. (c) Identification of Certain Significant Employees. Not applicable. (d) Family Relationships. There are no family relationships between any director, executive officer, or person nominated or
chosen by us to become a director or executive officer. (e) Business Experience. The business experience of each of our directors, including executive officers who also serve
as our directors, is set forth in Item 10(a), Identification of Directors of this Annual Report
on Form 10-K/A and the business experience of those executive officers who are not also our
directors is set forth in Item 10(b), Identification of Executive Officers of this Annual Report
on Form 10-K/A. The directorships held by each of our directors in any company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to
Section 15(d) of such Act or any company registered as an investment company under the Investment
Company Act of 1940, as amended, are set forth in Item 10(a), Identification of Directors of this
Annual Report on Form 10-K/A. (f) Involvement in Certain Legal Proceedings. To the best of our knowledge, none of our current directors or executive officers has been
involved during the past five years in any legal proceedings required to be disclosed pursuant to
Item 401(f) of Regulation S-K. (g) Promoters and Control Persons. Not applicable. (h) and (i) Audit Committee and Audit Committee Financial Expert. Our Audit Committee consists of Messrs. William N. Shiebler, Per-Olof Söderberg, J. Richard
Zecher and Arthur B. Laffer (Chairman). During 2004, the Audit Committee held eight meetings. Our
Audit Committee has the authority to retain and terminate the services of our independent
accountants, reviews annual financial statements, considers matters relating to accounting policy
and internal controls and reviews the scope of annual audits. The Board has determined that Dr.
Laffer is an audit committee financial expert, as the Securities and Exchange Commission has
defined that term in Item 401 of Regulation S-K. The Board of Directors has adopted a charter for
the Audit Committee, which is reviewed and reassessed annually by the Audit Committee. Securities and Exchange Commission rules require that we disclose our compliance with Nasdaq
listing standards regarding the independence of our Audit Committee members and inclusion in the
Audit Committee of any non-independent director. Currently, all of our Audit Committee members are
independent as defined under Nasdaq listing standards. (j) Procedures for Stockholder Nominations to our Board of Directors. No material changes to the procedures for nominating directors by our stockholders were made in
2004. Code of Conduct and Ethics 6




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We have adopted a code of conduct and ethics that applies to all of our employees, including
our chief executive officer and chief financial and accounting officers. The text of the code of
conduct and ethics is available on our web site at www.oxigene.com/investor center/corp.
gov./codeofconduct.pdf. Disclosure regarding any amendments to, or waivers from, provisions of
the code of conduct and ethics that apply to our directors, principal executive and financial
officers will be included in a Current Report on Form 8-K within four business days following the
date of the amendment or waiver, unless website posting of such amendments or waivers is then
permitted by the rules of The Nasdaq Stock Market, Inc. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Exchange Act requires our directors and executive officers, and persons
who own more than 10% of our common stock (Reporting Persons) to file with the Securities and
Exchange Commission and us initial reports of beneficial ownership and reports of changes in
beneficial ownership of common stock and other of our equity securities. For these purposes, the
term other equity securities would include options granted under our 1996 Stock Incentive Plan.
To our knowledge, based solely on a review of the forms and written representations received by us
from the Reporting Persons, during the fiscal year ended December 31, 2004 all Section 16(a) filing
requirements applicable to the Reporting Persons were properly and timely satisfied, except that
nine reports on Form 4 were filed late by Messrs. Laffer, Söderberg, Shiebler, Zecher, Citron,
Driscoll, Chaplin, Murphy and Young, reporting one transaction each, and an initial report of
ownership on Form 3 was filed late by Mr. Zecher. 7




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ITEM 11. EXECUTIVE COMPENSATION. SUMMARY COMPENSATION TABLE The following Summary Compensation Table sets forth summary information as to compensation received
by our current Chief Executive Officer and each of the three other most highly compensated
executive officers who received total salary and bonus of at least $100,000 during fiscal 2004
(collectively, the named executive officers) for services rendered to us in all capacities during
the three fiscal years ended December 31, 2004. Annual Compensation
    
    
    Long-Term Compensation AwardsOther Annual
    
    
    Restricted
    
    
    Securities
    
    
    All OtherCompensation
    
    
    Stock
    
    
    Underlying
    
    
    CompensationName and Principal Position
    
    Year
    
    
    Salary($)
    
    
    Bonus($)
    
    
    ($)
    
    
    Awards ($)
    
    
    Options/SARs(#)
    
    
    ($)Frederick W. Driscoll
    
    
    2004
    
    
    
    325,000
    
    
    
    40,000
    
    
    
    7,800
    (1)
    
    
    
    
    
    
    50,000
    
    
    
    President and
    
    
    2003
    
    
    
    291,346
    
    
    
    100,000
    
    
    
    2,400
    (1)
    
    
    
    
    
    
    100,000
    
    
    
    Chief Executive Officer
    
    
    2002
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    42,000
    (2)
    
    
    100,000
    
    
    
    David Chaplin, Ph.D.
    
    
    2004
    
    
    
    325,000
    (3)
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    Chief Scientific
    
    
    2003
    
    
    
    311,346
    (3)
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    Officer and
    
    
    2002
    
    
    
    280,000
    (3)
    
    
    25,000
    
    
    
    
    
    
    
    47,250
    (4)
    
    
    100,000
    
    
    
    9,750
    (5)Head of Research and
DevelopmentJames B. Murphy (6)
    
    
    2004
    
    
    
    151,615
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    Vice President and
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Financial Officer
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Scott Young
    
    
    2004
    
    
    
    202,289
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    Chief Operating Officer
    
    
    2003
    
    
    
    170,596
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    2002
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    21,000
    (7)
    
    
    12,000
    
    
    
    
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(1)
    
    Represents the amount allotted to Mr. Driscoll for an automobile allowance.(2)
    
    Represents the aggregate value of 40,000 shares of our common stock as of December 31, 2002. On February 2, 2002, Mr. Driscoll tendered to us for
cancellation a total of 40,000 options granted to him. In exchange for these options, Mr. Driscoll received 40,000 shares of restricted common stock
under our Restricted Stock Program. The shares vested in three equal annual installments on February 2, 2003, February 2, 2004 and February 2, 2005. The
aggregate value of these shares as of December 31, 2004 was $220,000.(3)
    
    Includes consulting fees of $120,000 in each of 2004, 2003, and 2002.(4)
    
    Represents the aggregate value of 45,000 shares of our common stock as of December 31, 2002. On February 2, 2002, Dr. Chaplin tendered to us for
cancellation a total of 45,000 options granted to him. In exchange for these options, Dr. Chaplin received 45,000 shares of restricted common stock
under our Restricted Stock Program. The shares vested in three equal annual installments on February 2, 2003, February 2, 2004 and February 2, 2005. The
aggregate value of these shares as of December 31, 2004 was $247,500.(5)
    
    All Other Compensation for Dr. Chaplin in 2002 consisted of $9,750 in expenses for tax advice obtained by us on Dr. Chaplins behalf and for his benefit.(6)
    
    Mr. Murphy began employment with the Company on February 23, 2004.(7)
    
    Represents the aggregate value of 20,000 shares of our common stock as of December 31, 2002. On February 2, 2002, Mr. Young tendered to us for
cancellation a total of 20,000 options granted to him. In exchange for these options, Mr. Young received 20,000 shares of restricted common stock under
our Restricted Stock Program. The shares vested in three equal annual installments on February 2, 2003, February 2, 2004 and February 2, 2005. The
aggregate value of the 6,666 shares still in Mr. Youngs possession as of December 31, 2004 was $36,700. EMPLOYMENT AGREEMENTS Employment Agreement with Frederick W. Driscoll. In October 2000, we entered into an employment
agreement with Mr. Driscoll. Mr. Driscoll became our President of Operations and Finance in October
2000 and was appointed President and Chief Executive Officer to replace Dr. Nordenvall upon his
departure in June 2002. Pursuant to the agreement, Mr. Driscoll receives a base salary of $325,000
per year. We may terminate the agreement on six months prior notice, and Mr. Driscoll may
terminate the agreement on six months prior notice. We may also terminate the agreement prior to
the end of the term for cause as defined in the agreement. Employment Agreement with David Chaplin. In July 2000, we entered into an employment agreement with
Dr. Chaplin, our Chief Scientific Officer and Head of Research and Development. Pursuant to the
agreement, Dr. Chaplin receives a base salary of $205,000 per year. In addition, Dr. Chaplin
receives a consulting fee of $120,000 per year paid in equal quarterly installments. We may
terminate the agreement on six months prior notice, and Dr. Chaplin may terminate the agreement on
six months prior notice. We may also terminate the agreement prior to the end of the term for
cause as defined in the agreement. Employment Agreement with James B. Murphy.In February 2004, we entered into an employment
agreement with Mr. Murphy, our Vice President and Chief Financial Officer. Pursuant to the
agreement, Mr. Murphy receives a base salary of $180,000 per year. We may terminate the agreement
on thirty days prior notice, and Mr. Murphy may also terminate the agreement on thirty days prior
notice. We may also terminate the agreement prior to the end of the term for cause as defined in
the agreement. Employment Agreement with Scott Young. In January 2002, we entered into an employment agreement
with Mr. Young, our Chief Operating Officer. Pursuant to the agreement, Mr. Young currently
receives a base salary of $200,000 per year. We may terminate the agreement subject to all
provisions of the agreement, and Mr. Young may terminate the agreement on thirty days prior
notice. We may also terminate the agreement prior to the end of the term and without prior notice
for cause as defined in the agreement. Employment Agreement with Joel-Tomas Citron. In January 2002, we entered into an employment
agreement with Mr. Citron, our Chairman of the Board. The agreement had an original term of two
years, and, in July 2003, its term was extended until January 2, 2006. Pursuant to the agreement,
Mr. Citron currently receives base compensation in the amount of $200,000 per year plus an
additional $48,000 per year as reimbursement for the cost of medical and health insurance and
secretarial services incurred by Mr. Citron. The agreement sets forth the parameters of a bonus
program which bonus, if earned, is payable in shares of our common stock. We may terminate the
agreement prior to the end of the term for cause as defined in the agreement, and Mr. Citron may
terminate the agreement on thirty days prior notice. 9




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Pursuant to the agreements with Dr. Chaplin and Messrs. Driscoll, Murphy and Young, in the event of
the termination of the executive officers employment following a change in control of the Company,
as such term is defined in the agreements, each executive officer may be entitled to receive a
payment of twelve months base salary plus any salary owed to the executive but unpaid as of the
date of termination. STOCK OPTION GRANTS IN LAST FISCAL YEAR The following table provides information regarding stock options granted to each of the named
executive officers during fiscal 2004. Number of
    
    
    % of TotalSecurities
    
    
    Options/SARs
    
    
    Exercise
    
    
    
    
    
    
    Potential Realizable ValueUnderlying
    
    
    Granted to
    
    
    or Base
    
    
    
    
    
    
    at Assumed Annual RatesOptions/SARs
    
    
    Employees in
    
    
    Price
    
    
    Expiration
    
    
    of Stock Price AppreciationGranted (#)(1)
    
    
    Fiscal Year
    
    
    ($/Share)
    
    
    Date
    
    
    for Option Term (2)Name
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5%
    
    
    10%Frederick W. Driscoll
    
    
    50,000
    
    
    
    13.23
    %
    
    $
    5.03
    
    
    
    07/28/2014
    
    
    $
    158,167
    
    
    $
    400,826David Chaplin
    
    
    50,000
    
    
    
    13.23
    %
    
    $
    5.03
    
    
    
    07/28/2014
    
    
    $
    158,167
    
    
    $
    400,826James B. Murphy
    
    
    20,000
    
    
    
    5.29
    %
    
    $
    5.03
    
    
    
    07/28/2014
    
    
    $
    63,267
    
    
    $
    160,330Scott Young
    
    
    30,000
    
    
    
    7.94
    %
    
    $
    5.03
    
    
    
    07/28/2014
    
    
    $
    94,900
    
    
    $
    240,496
   (1)
    
    The options were granted pursuant to our 1996 Stock Incentive Plan, as
amended. The options granted to the named executive officers are
non-qualified stock options and vest four years from the date of grant or
earlier in connection with a change in control.(2)
    
    The amounts shown in this table represent hypothetical gains that could
be achieved for the respective options if exercised at the end of the
option term. These gains are based on assumed rates of stock appreciation
of 5% and 10% compounded annually from the date the respective options
were granted to their expiration date. The gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise. Actual gains, if any, on stock
option exercises will depend on the future performance of our common
stock, the optionees continued employment through the option period and
the date on which the options are exercised. 10




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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES The following table sets forth, as of December 31, 2004, the number of unexercised options held by
each named executive officer and the value thereof based on the closing sale price of our common
stock of $5.50 on December 31, 2004. Shares
    
    
    
    
    
    Number of Securities
    
    Value of the UnexercisedAcquired
    
    
    
    
    
    Underlying Unexercised
    
    In-The-Money Options aton
    
    Value
    
    Options at Fiscal Year-End
    
    Fiscal Year-End (1)Exercise
    
    RealizedName
    
    
    
    
    
    
    
    
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableFrederick W. Driscoll
    
    
    
    
    
    
    
    
    
    
    173,333
    
    
    
    116,667
    
    
    
    444,000
    
    
    
    23,500David Chaplin
    
    
    
    
    
    
    
    
    
    
    178,333
    
    
    
    116,667
    
    
    
    345,800
    
    
    
    23,500James B. Murphy
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    95,000
    
    
    
    
    
    
    
    9,400Scott Young
    
    
    18,500
    
    
    
    127,000
    
    
    
    
    
    
    
    67,500
    
    
    
    
    
    
    
    115,400
   (1)
    
    The value of unexercised in-the-money options at fiscal year end assumes
a fair market value for our common stock of $5.50, the closing sale price
per share of our common stock as reported in the Nasdaq National Market
System on December 31, 2004. EQUITY COMPENSATION PLAN INFORMATION The following table provides certain aggregate information with respect to all of the Companys
equity compensation plans in effect as of December 31, 2004. (a)
    
    
    (b)
    
    
    (c)Number of securities
    
    
    Weighted-average
    
    
    Number of securitiesto be issued upon
    
    
    exercise price of
    
    
    remaining available forexercise of
    
    
    outstanding
    
    
    future issuance underoutstanding options,
    
    
    options, warrants
    
    
    equity compensationwarrants and rights
    
    
    and rights
    
    
    plans (excludingsecurities reflected inPlan category
    
    
    
    
    
    
    
    column (a))Equity compensation plans approved by security holders
(the 1996 Stock Incentive Plan)
    
    
    1,593,800
    
    
    $
    6.45
    
    
    
    774,500Equity compensation plans not approved by security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    1,593,800
    
    
    
    
    
    
    
    774,500
 11




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COMPENSATION OF DIRECTORS Fees. Prior to fiscal 2003, directors received no cash compensation for serving on our Board of
Directors or committees thereof. In July 2003, our directors adopted a director compensation plan.
Under this plan, independent directors receive an annual retainer of $25,000 plus $1,500 for
attendance at each Board meeting. In addition, each Board committee chairman receives an annual
retainer of $7,500 and $1,000 for attendance at each committee meeting. In lieu of the fees
described above, Mr. Joel Citron, the Chairman of our Board of Directors, receives $200,000 plus
expenses annually under his employment agreement. A detailed description of Mr. Citrons employment
agreement is provided on page 9 of this Annual Report on Form 10-K/A. Equity Incentives. Under the terms of our 1996 Stock Incentive Plan, non-employee directors
typically receive, upon first being elected to the Board of Directors, options to purchase shares
of common stock of the Company. In addition, directors are eligible to receive additional grants of
options under the Plan. In 2004, each of our directors received a grant of options to purchase
shares of common stock. Messrs. Laffer, Söderberg and Shiebler received 10,000 each; Mr. Citron
received 25,000; Mr. Zecher received 40,000; and Mr. Driscoll received 50,000. These options were
all granted at the fair market value of the common stock on the date of grant. The grants vest in
four equal annual installments beginning on the first anniversary of the date of grant. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Our Compensation Committee currently consists of Messrs. Arthur B. Laffer (Chairman) and William N.
Shiebler. No member of the Compensation Committee has at any time been an officer or employee of
our company. None of our executive officers serves as a member of the compensation committee or
board of directors of any other entity which has an executive officer serving as a member of our
Board of Directors or Compensation Committee. 12




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth certain information with respect to the beneficial ownership of
our common stock as of March 11, 2005, for (a) each of the named executive officers in the Summary
Compensation Table on page 8 of this Annual Report on Form 10-K/A, (b) each of our directors and
director nominees, and (c) all of our directors, director nominees and executive officers as a
group. Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes voting or investment power with respect to the securities. We deem
shares of common stock that may be acquired by an individual or group within 60 days of March 11,
2005 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing
the percentage ownership of such individual or group, but such shares are not deemed to be
outstanding for the purpose of computing the percentage ownership of any other person shown in the
table. Except as indicated in footnotes to this table, we believe that the stockholders named in
this table have sole voting and investment power with respect to all shares of common stock shown
to be beneficially owned by them based on information provided to us by these stockholders.
Percentage of ownership is based on 20,053,354 shares of common stock outstanding on March 11,
2005. Number of Shares
    
    
    PercentBeneficially Owned
    
    
    ofand Nature of
    
    
    ClassName
    
    Ownership
    
    
    (%)David Chaplin (1)
    
    
    231,433
    
    
    
    1.2Joel-Tomas Citron (2)
    
    
    460,377
    
    
    
    2.3Frederick W. Driscoll (3)
    
    
    217,333
    
    
    
    1.1Arthur B. Laffer (4)
    
    
    135,140
    
    
    
    *James B. Murphy (5)
    
    
    75,000
    
    
    
    *William N. Shiebler (6)
    
    
    86,000
    
    
    
    *Per-Olof Söderberg (7)
    
    
    231,386
    
    
    
    1.2Scott Young (8)
    
    
    19,166
    
    
    
    *J. Richard Zecher
    
    
    
    
    
    
    *All directors, director nominees and executive officers as a group
(nine persons) (9)
    
    
    1,455,835
    
    
    
    7.3
   *
    
    Indicates beneficial ownership of less than one percent of our outstanding shares of common stock.(1)
    
    Includes 178,333 options to purchase common stock, which are exercisable
within 60 days of March 11, 2005 (May 10, 2005) and which are subject to
transfer and forfeiture restrictions.(2)
    
    Includes 175,000 shares subject to transfer restrictions and 250,000
options to purchase common stock, which are exercisable within 60 days of
March 11, 2005 (May 10, 2005) and which are subject to transfer and
forfeiture restrictions.(3)
    
    Includes 173,333 options to purchase common stock, which are exercisable
within 60 days of March 11, 2005 (May 10, 2005) and which are subject to
transfer and forfeiture restrictions.(4)
    
    Includes 40,000 options to purchase common stock, which are exercisable
within 60 days of March 11, 2005 (May 10, 2005) and which are subject to
transfer and forfeiture restrictions. 13




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(5)
    
    Includes 75,000 options to purchase common stock, which are exercisable
within 60 days of March 11, 2005 (May 10, 2005) and which are subject to
transfer and forfeiture restrictions.(6)
    
    Includes 40,000 shares subject to transfer and forfeiture restrictions
and 40,000 options to purchase common stock, which are exercisable within
60 days of March 11, 2005 (May 10, 2005) and which are subject to
transfer and forfeiture restrictions.(7)
    
    Includes 12,130 shares held by Mr. Söderbergs wife and minor children,
31,864 shares subject to transfer and forfeiture restrictions and 40,000
options to purchase common stock, which are exercisable within 60 days of
March 11, 2005 (May 10, 2005) and which are subject to transfer and
forfeiture restrictions.(8)
    
    Includes 12,500 options to purchase common stock, which are exercisable
within 60 days of March 11, 2005 (May 10, 2005) and which are subject to
transfer and forfeiture restrictions.(9)
    
    Includes 809,166 options to purchase common stock held by the directors
and executive officers as a group and which are exercisable within 60
days of March 11, 2005 (May 10, 2005). As of April 29, 2005, there were no entities (other than our employees as a group) known to us
to be the beneficial owners of more than 5% of our outstanding common stock. The determination that there were no other persons, entities or groups known to us to beneficially
own more than 5% of the common stock was based on a review of all statements filed with respect to
us since the beginning of the past fiscal year with the Securities and Exchange Commission pursuant
to Section 13(d) or 13(g) of the Exchange Act. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Frederick W. Driscoll Promissory Note. On January 2, 2002, Mr. Driscoll received a loan from
OXiGENE in the amount of $49,700, issued in connection with his receipt of shares of restricted
stock. The principal amount outstanding under the promissory note accrued interest at a rate of 10%
per year. Shares of common stock were pledged to us as security for repayment of the obligations
under the promissory note. As of December 31, 2004, the amount outstanding under the promissory
note was $21,500. This amount was repaid in January 2005. David Chaplin Consulting Agreement. In April 2001, we entered into a consulting agreement with
David Chaplin Consultants Ltd., a company organized under the laws of the United Kingdom, of which
David Chaplin, our Chief Scientific Officer and Head of Research and Development, is the sole
shareholder. Pursuant to the agreement, we pay David Chaplin Consultants Ltd. consulting fees. In
2004 such consulting fees equaled $120,000. David Chaplin Promissory Note. On January 2, 2002, Dr. Chaplin received a loan from OXiGENE in the
amount of $54,129, issued in connection with his receipt of shares of restricted stock. The
principal amount outstanding under the promissory note accrued interest at a rate of 10% per year.
Shares of common stock were pledged to us as security for repayment of the obligations under the
promissory note. As of December 31, 2004, the amount outstanding under the promissory note was
$23,500. This amount was repaid in January 2005. Per-Olof Söderberg Promissory Notes.On September 1, 1999, Mr. Söderberg received a loan from
OXiGENE in the amount of $113,988, issued in connection with his purchase of shares of restricted
stock. The principal amount outstanding under the promissory note accrues interest at a rate of
5.6% per year. Shares of common stock have been pledged to us as security for repayment of the
obligations under the promissory note. As of March 31, 2005, the amount outstanding under the
promissory note was $149,600. The principal amount, together with accrued interest on the principal
amount is to be repaid on June 29, 2005. On November 13, 2000, Mr. Söderberg received another loan from OXiGENE in the amount of $145,000,
issued in connection with his purchase of shares of restricted stock. The principal amount
outstanding under the promissory note accrues interest at a rate of 5.6% per year. Shares of common
stock have been pledged to us as security for repayment of the obligations under the promissory
note. As of March 31, 2005, the amount outstanding under the promissory note was $180,600. The
principal amount, together with accrued interest on the principal amount is to be repaid on
November 13, 2006. Scott Young Promissory Note. On January 2, 2002, Mr. Young received a loan from OXiGENE in the
amount of $24,900, issued in connection with his receipt of shares of restricted stock. The
principal amount outstanding under the promissory note accrued interest at a rate of 10% per year.
Shares of common stock were pledged to us as 14




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security for repayment of the obligations under the promissory note. As of December 31, 2004, the
amount outstanding under the promissory note was $10,800. This amount was repaid in January 2005. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The following table presents fees for professional audit services rendered by Ernst & Young LLP for
the audit of the Companys annual financial statements for the years ended December 31, 2004 and
December 31, 2003, and fees billed for other services rendered by Ernst & Young LLP during those
periods. 2004
    
    
    2003Audit fees: (1)
    
    $
    295,000
    
    
    $
    246,000Audit related fees: (2)
    
    
    34,000
    
    
    
    4,000Tax fees: (3)
    
    
    13,000
    
    
    
    23,000All other fees: (4)
    
    
    
    
    
    
    Total
    
    $
    342,000
    
    
    $
    273,000
   (1)
    
    Audit fees consisted of audit work performed in the
preparation and audit of the annual financial
statements, review of quarterly financial
statements, as well as work that generally only the
independent auditor can reasonably be expected to
provide, such as the provision of consents and
comfort letters in connection with registration
statements and statutory audits.(2)
    
    Audit related fees in 2004 consisted of accounting consultation in
connection with internal control reviews and fees for access to technical
accounting information.(3)
    
    Tax fees consisted principally of assistance with tax compliance and
reporting as well as certain tax planning consultations, assistance with
matters related to tax planning as well as tax compliance and reporting.(4)
    
    There were no fees incurred in this category in either 2003 or 2004. Policy on Audit Committee Pre-Approval of Audit and Permissible
Non-audit Services of Independent Auditors Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility
for appointing, setting compensation and overseeing the work of the independent auditor. In
recognition of this responsibility, the Audit Committee has established a policy to pre-approve all
audit and permissible non-audit services provided by the independent auditor. Prior to engagement of the independent auditor for the next years audit, management will submit an
aggregate of services expected to be rendered during that year for each of four categories of
services to the Audit Committee for approval. 1. Auditservices include audit work performed in the preparation and audit of the annual financial
statements, review of quarterly financial statements, as well as work that generally only the
independent auditor can reasonably be expected to provide, such as the provision of consents and
comfort letters in connection with registration statements and statutory audits. 15




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2. Audit-Relatedservices are for assurance and related services that are traditionally performed
by the independent auditor, including due diligence related to mergers and acquisitions, employee
benefit plan audits, and special procedures required to meet certain regulatory requirements. 3. Taxservices consist principally of assistance with tax compliance and reporting as well as
certain tax planning consultations, assistance with matters related to tax planning as well as tax
compliance and reporting. 4. Other Feesare those associated with services not captured in the other categories. The Company
generally does not request such services from the independent auditor. Prior to engagement, the Audit Committee pre-approves these services by category of service. The
fees are budgeted, and the Audit Committee requires the independent auditor and management to
report actual fees versus the budget periodically throughout the year by category of service.
During the year, circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre-approval. In those instances,
the Audit Committee requires specific pre-approval before engaging the independent auditor. The Audit Committee may delegate pre-approval authority to one or more of its members. The member
to whom such authority is delegated must report, for informational purposes only, any pre-approval
decisions to the Audit Committee at its next scheduled meeting. 
 PART IV 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (c) Exhibits The following exhibits are filed herewith: Exhibit Number
    
    Description31.1
    
    Certification of Chief Executive Officer Under Section 302. Filed herewith.31.2
    
    Certification of Chief Financial Officer Under Section 302. Filed herewith.
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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto
duly authorized on this 29th day of April 2005. OXiGENE, INC.By:
    
    /s/ Frederick W. DriscollFrederick W. DriscollPresident and Chief Executive Officer
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EXHIBIT INDEX 31.1
    
    Certification of Chief Executive Officer Under Section 302. Filed herewith.31.2
    
    Certification of Chief Financial Officer Under Section 302. Filed herewith.
 18