##### 



SCHEDULE A
 OXiGENE, INC.
 NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT
 
 1.
    
    Name and Address of Participant:2.
    
    Date of Grant:3.
    
    Type of Grant:
    
    Non-Qualified Stock Option4.
    
    Maximum Number of Shares for which this
Option is exercisable:5.
    
    Exercise (purchase) price per share:6.
    
    Vesting Schedule: This Option shall become exercisable (and the Shares issued upon exercise shall be vested) as follows:
 Vest Date
    
    Number of Options Vesting
 Schedule A
 OXiGENE, INC.By:Name:
    
    James MurphyTitle:
    
    Vice President and Chief Financial OfficerParticipant




---



##### 



NON-QUALIFIED STOCK OPTION AGREEMENT
 OXiGENE, INC.
 Schedule A Schedule A
 Schedule A
    GRANT OF OPTION
 Schedule A
 PURCHASE PRICE
 Schedule A
 EXERCISABILITY OF OPTION
 Schedule A
 2




---



##### 



TERM OF OPTION
 Schedule
A
     (a)
    
    to the extent that the Option has become exercisable but has not been exercised
as of the date of Disability; and(b)
    
    in the event rights to exercise the Option accrue periodically, to the extent
of a pro rata portion through the date of Disability of any additional vesting rights
that would have accrued on the next vesting date had the Participant not become
Disabled. The proration shall be based upon the number of days accrued in the current
vesting period prior to the date of Disability.
  3




---



##### 



(x)
    
    to the extent that the Option has become exercisable but has not been exercised
as of the date of death; and(y)
    
    in the event rights to exercise the Option accrue periodically, to the extent
of a pro rata portion through the date of death of any additional vesting rights that
would have accrued on the next vesting date had the Participant not died. The
proration shall be based upon the number of days accrued in the current vesting period
prior to the Participants date of death.
 METHOD OF EXERCISING OPTION
  PARTIAL EXERCISE
  NON-ASSIGNABILITY
  4




---



##### 



NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE
  ADJUSTMENTS
  TAXES
   5




---



##### 



PURCHASE FOR INVESTMENT
  (a)
    
    The person(s) who exercise the Option shall warrant to the Company, at the time
of such exercise, that such person(s) are acquiring such Shares for their own
respective accounts, for investment, and not with a view to, or for sale in connection
with, the distribution of any such Shares, in which event the person(s) acquiring such
Shares shall be bound by the provisions of the following legend which shall be endorsed
upon the certificate(s) evidencing the Shares issued pursuant to such exercise:
 The shares represented by this certificate have been taken for investment
and they may not be sold or otherwise transferred by any person, including a
pledgee, unless (1) either (a) a Registration Statement with respect to such
shares shall be effective under the Securities Act of 1933, as amended, or
(b) the Company shall have received an opinion of counsel satisfactory to it
that an exemption from registration under such Act is then available, and
(2) there shall have been compliance with all applicable state securities
laws; and
 (b)
    
    If the Company so requires, the Company shall have received an opinion of its
counsel that the Shares may be issued upon such particular exercise in compliance with
the 1933 Act without registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until completion of any action
or obtaining of any consent, which the Company deems necessary under any applicable law
(including without limitation state securities or blue sky laws).
 RESTRICTIONS ON TRANSFER OF SHARES
   6




---



##### 



NO OBLIGATION TO MAINTAIN RELATIONSHIP
  NOTICES
  If to the Company:At its principal business office listed on the first page of this AgreementIf to the Participant:At the address set forth on Schedule A
  GOVERNING LAW
  7




---



##### 



BENEFIT OF AGREEMENT
  ENTIRE AGREEMENT
 Schedule A
 MODIFICATIONS AND AMENDMENTS
  WAIVERS AND CONSENTS
  DATA PRIVACY
   8




---



##### 



OXiGENE, INC.By:Name:
    
    James MurphyTitle:
    
    Vice President and Chief Financial OfficerPARTICIPANTSignaturePrint Name
 9




---



##### 



Exhibit A
    
  I am paying the option exercise price for the Shares as follows:
 
  o
 o




---



##### 



My mailing address for shareholder communications, if different from the address listed above, is:
 
 
 
 Very truly yours,Employee (signature)Print NameDateSocial Security Number