##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-21990
 OXiGENE, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    13-3679168(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)701 Gateway Boulevard, Suite 210
    
    94080South San Francisco, CA
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code: (650) 635-7000
Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    
    The NASDAQ Stock Market, LLCCommon Stock Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act:
None  (Title of class)
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
None




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EXPLANATORY NOTE




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##### 



TABLE OF CONTENTS
 PagePART III
    
    
    2ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    2ITEM 11. EXECUTIVE COMPENSATION
    
    
    13ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    23ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
    
    
    25ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    26PART IV
    
    
    28ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    28EX-31.1EX-31.2
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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 BOARD OF DIRECTORS
   TAMAR D. HOWSON
 Age:
    
    62Director Since:
    
    2010Principal Occupation:
    
    Ms. Howson is currently a Partner with JSB-Partners,
a transaction advisory firm serving the life
sciences industry.
 2




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Business Experience:
    
    Ms. Howson formerly served as
Executive Vice President of Corporate
Development for Lexicon
Pharmaceuticals. Prior to Lexicon, she
served as Senior Vice President of
Corporate and Business Development and
was a member of the executive
committee at Bristol-Myers Squibb.
During her tenure there, Ms. Howson
was responsible for leading the
companys efforts in external
alliances, licensing and acquisitions.
Earlier, Ms. Howson served as Senior
Vice President and Director of
Business Development at SmithKline
Beecham. She also managed SR One Ltd.,
the $100 million venture capital fund
of SmithKline Beecham. Ms. Howson has
served as an independent business
consultant and adviser to companies
both in the United States and in
Europe. She held the position of Vice
President, Venture Investments at
Johnston Associates, a venture capital
firm, and earlier as Director of
Worldwide Business Development and
Licensing for Squibb Corporation. Ms.
Howson received her M.B.A. in finance
and international business from
Columbia University. Educated as a
chemical engineer, she holds a M.S.
from the City College of New York and
a B.S. from the Technion in Israel.Other Directorships:
    
    Ms. Howson currently serves on the
boards of Idenix Pharmaceuticals, Inc.
(Nasdaq:IDIX), a biopharmaceutical
company engaged in the discovery and
development of drugs for the treatment
of human viral diseases, Soligenix,
Inc., a biopharmaceutical company
developing products to treat
life-threatening side effects of
cancer treatments and serious
gastrointestinal diseases, Aradigm
Corporation, a specialty
pharmaceutical company developing and
commercializing drugs delivered by
inhalation for the treatment of severe
respiratory disease, and S*Bio Pte
Ltd, a company engaged in the
discovery and development of drugs for
the treatment of cancer. She also
serves as a consultant to Pitango
Venture Fund and is a member of the
advisory board to Triana Venture
Partners. She previously served on the
boards of Ariad Pharmaceuticals,
SkyePharma, NPS Pharma, Targacept, and
HBA.Director Qualifications:
    
    The Board highly values Ms. Howsons
significant business development and
life sciences industry expertise,
developed through her career as a
senior professional at several leading
pharmaceutical companies. The Board
believes that these characteristics
uniquely qualify Ms. Howson to serve
as a director of the Company and led
to the Boards conclusion that she
should be a member of the Board of
Directors.MARK KESSELAge:
    
    69Director Since:
    
    2008Principal Occupation:
    
    Mr. Kessel, a partner of Symphony
Capital LLC, co-founded Symphony in
2002 and is widely recognized as the
leader in structuring product
development investments for the
biopharmaceutical industry.
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Business Experience:
    
    Mr. Kessel was formerly the Managing
Partner of Shearman & Sterling LLP,
with day-to-day operating
responsibility for this large
international law firm. He received a
B.A. with honors in Economics from the
City College of New York and a J.D.
magna cum laude from Syracuse
University College of Law. Mr. Kessel
has written on financing for the
biotech industry for Nature Reviews
Drug Discovery, Nature Biotechnology
and other publications, and on issues
related to governance and audit
committees for such publications as
The Wall Street Journal, Financial
Times, The Deal and Euromoney.Other Directorships:
    
    Mr. Kessel is a director of Dynavax
Technologies Corporation, a Symphony
portfolio company focused on
infectious and inflammatory disease
therapies. In addition, Mr. Kessel is
a director of the Global Alliance for
TB Drug Development and Fondation
Santé. Mr. Kessel was previously a
director of Symphony Dynamo, Inc.
(acquired by Dynavax Technologies
Corporation), a director and Chairman
of Symphony Icon, Inc. (acquired by
Lexicon Pharmaceuticals), and a
director of Antigenics, Inc., a
publicly traded drug development
company.
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##### Table of Contents



Director Qualifications:
    
    The Board believes that Mr.
Kessels leadership and
expertise in matters of
strategic transactions and
financing for life sciences
companies, coupled with his
extensive executive
management experience
leading one of the worlds
premier professional
services organizations,
uniquely qualify Mr. Kessel
to serve as a director of
the Company and led to the
Boards conclusion that Mr.
Kessel should be a member
of the Board of Directors.PETER J. LANGECKER, M.D., PH.D.Age:
    
    60Director Since:
    
    2010Principal Occupation:
    
    Dr. Langecker joined
OXiGENE as Executive Vice
President and Chief
Development Officer in June
2009 and was appointed
Chief Executive Officer in
October 2009.Business Experience:
    
    Dr. Langecker served as
Chief Medical Officer of
DURECT Corporation from May
2006 until June 2009. Prior
to joining DURECT, Dr.
Langecker served as Chief
Medical Officer and Vice
President of Clinical
Affairs at Intarcia
Therapeutics, Inc. from
October 1999 to April 2006.
Prior to that, Dr.
Langecker was Vice
President of Clinical
Affairs at Sugen, Inc. from
1997 to 1999, Vice
President, Clinical
Research at Coulter
Pharmaceuticals from 1995
to 1997 and Director of
Clinical Research,
Oncology, at
Schering-Plough from 1992
to 1995. Previously, Dr.
Langecker worked as a
Project Physician-Central
Medical Advisor, Oncology
at Ciba-Geigy (now
Novartis) in Basel,
Switzerland. He received
his M.D. degree and his
doctorate in medical
sciences from the
Ludwig-Maximilians
University in Munich.Director Qualifications:
    
    The Board believes that Dr.
Langeckers medical and
scientific training,
developed through his
extensive career as a life
sciences industry
executive, uniquely qualify
Dr. Langecker to serve as a
director of the Company and
led to the Boards
conclusion that Dr.
Langecker should be a
member of the Board of
Directors.WILLIAM D. SCHWIETERMAN, M.D.Age:
    
    53Director Since:
    
    2007Principal Occupation:
    
    Dr. Schwieterman has been the Chief Medical
Officer of Chelsea Therapeutics, a
biopharmaceutical development company, since
November 2009. He has been an independent
consultant to biotech and pharmaceutical
companies specializing in clinical development
since July 2002.Business Experience:
    
    Dr. Schwieterman is a board-certified internist
and a rheumatologist who was formerly Chief of
the Medicine Branch and Chief of the Immunology
and Infectious Disease Branch in the Division of
Clinical Trials at the FDA. In these capacities
and others,
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Dr. Schwieterman spent 10 years at
the FDA in the Center for Biologics overseeing a
wide range of clinical development plans for a
large number of different types of molecules. Dr.
Schwieterman holds a B.S. and M.D. from the
University of Cincinnati.Director Qualifications:
    
    The Board believes that Dr. Schwietermans
medical training and his expertise with
regulatory matters involving the Food and Drug
Administration and the clinical trials process
are invaluable skills that Dr. Schwieterman
brings to his Board service and led to the
Boards conclusion that Dr. Schwieterman should
be a member of the Board of Directors.
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WILLIAM N. SHIEBLERAge:
    
    69Director Since:
    
    2002; Chairman of the Board since May 2009Principal Occupation:
    
    Mr. Shiebler is a principal in two family
investment businesses  Tree Tops
Investment LLC and Tree Tops Corporation
LLC.Business Experience:
    
    From March 2002 to March 2007, Mr.
Shiebler was the Advisory Vice Chairman
and CEO of the Americas of Deutsche Asset
Management, the asset arm of Deutsche
Bank. Prior to joining Deutsche Bank, Mr.
Shiebler was the President and CEO of
Putnam Mutual Funds and prior to that he
was President and COO of Dean Witters
Intercapital Division.Other Directorships:
    
    Mr. Shiebler is a non-executive Chairman
and a Director of Nextalk, Inc. (private)
a director of Sallie Mae Bank, and is an
advisory board member of several
corporations. Mr. Shiebler is currently
chairman of the Park City Center for
Public Policy, and a Trustee of the U.S.
Ski and Snowboard Team Foundation, among
other charitable and community
organizations. Previously, Mr. Shiebler
was a trustee or director of a number of
other corporate and community
organizations, including the Salt Lake
Olympic Committee and Kean University.
Mr. Shiebler was also a member of the
Presidential Commission on Medicaid.Director Qualifications:
    
    The Board believes that Mr. Shieblers
financial acumen, executive leadership
skills, and his extensive experience
developed in the course of his career as
a senior executive in the financial
services industry uniquely qualify Mr.
Shiebler to serve as a director of the
Company and led to the Boards conclusion
that Mr. Shiebler should be a member of
the Board of Directors.ALASTAIR J.J. WOOD, M.D.Age:
    
    64Director Since:
    
    2008Principal Occupation:
    
    Dr. Wood, a partner of Symphony Capital
LLC, has worked with Symphony since its
inception, initially as Chairman of
Symphonys Clinical Advisory Council, and
joined the firm full-time in September
2006 as a Managing Director.Business Experience:
    
    Prior to joining Symphony Capital LLC
full-time, Dr. Wood completed more than
30 years at Vanderbilt University School
of Medicine, most recently as Associate
Dean of External Affairs, where he was
also Attending Physician and Tenured
Professor of Medicine and Pharmacology.
Dr. Wood is currently Professor of
Medicine (courtesy appointment) and
Professor of Pharmacology (courtesy
appointment) at Weill Cornell Medical
School, appointments served
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in an unpaid
capacity. Dr. Wood has written or
co-authored more than 300 scientific
papers and won numerous honors including
election to the National Academy of
Sciences Institute of Medicine. He was
until 2006 the chairman of the FDAs
Nonprescription Drugs Advisory Committee.
He previously served as a member of the
Cardiovascular and Renal Advisory
Committee of the FDA, and the FDAs
Nonprescription Drugs Advisory Committee.
Dr. Wood has been a member of and chaired
National Institutes of Health study
sections, served on the editorial boards
of four major journals, and between 1992
and 2004 was the Drug Therapy Editor of
The New England Journal of Medicine. Most
recently, he was named to the Board of
the Critical Path Institute. He earned
his medical degree at the University of
St. Andrews.
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Other Directorships:
    
    Dr. Wood is a director of Symphony
Evolution, Inc., a Symphony portfolio
company. He was previously a director
of Antigenics, Inc., a publicly traded
drug development company.Director Qualifications:
    
    The Board believes that Dr. Woods
medical training and expertise in drug
development, combined with his prior
service as a member of several
advisory committees to the Food and
Drug Administration, uniquely qualify
Dr. Wood to serve as a director of the
Company and led to the Boards
conclusion that Dr. Wood should be a
member of the Board of Directors.
 BOARD AND COMMITTEE MEETINGS
  Audit Committee. www.oxigene.com
  Compensation Committee.
 9




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www.oxigene.com
 Compensation Committee Interlocks and Insider Participation.
 Nominating and Governance Committee. www.oxigene.com
 Board of Directors Leadership Structure
  10




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The Board of Directors Role in Risk Oversight
    Stockholder Communications to the Board
 www.oxigene.com
 11




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
    
    junk mail and mass mailings
    
    resumes and other forms of job inquiries
    
    surveys
    
    solicitations or advertisements.
  EXECUTIVE OFFICERS OF THE COMPANY
  David Chaplin, Ph.D.
 James B. Murphy
 CODE OF CONDUCT AND ETHICS
 www.oxigene.com
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  12




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ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  All OtherStock Award s
    
    
    Option Awards
    
    
    CompensationName
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)
    
    
    ($) (1)
    
    
    ($) (1)
    
    
    ($)David Chaplin(2)
    
    
    2010
    
    
    
    278,124
    
    
    
    
    
    
    
    
    
    
    
    74,966
    
    
    
    Vice President and Chief Scientific Officer
    
    
    2009
    
    
    $
    282,220
    
    
    $
    
    
    
    $
    74,298
    
    
    $
    27,530
    
    
    $
    Peter Langecker(3)
    
    
    2010
    
    
    $
    350,000
    
    
    $
    
    
    
    $
    
    
    
    $
    132,825
    
    
    $
    929Chief Executive Officer
    
    
    2009
    
    
    $
    236,923
    
    
    $
    
    
    
    $
    
    
    
    $
    41,926
    
    
    $
    464James Murphy
    
    
    2010
    
    
    $
    245,000
    
    
    $
    
    
    
    $
    
    
    
    $
    101,759
    
    
    $
    690Vice President and Chief Financial Officer
    
    
    2009
    
    
    $
    245,000
    
    
    $
    
    
    
    $
    37,151
    
    
    $
    63,244
    
    
    $
    663
 
 (1)
    
    See Note 5 to our Condensed Consolidated Financial Statements included in our Annual
Report on Form 10-K for the year ended December 31, 2010 for details as to the assumptions
used to determine the fair value of each of the stock awards and option awards set forth in
this table, as well as a description of all forfeitures during fiscal year 2010. See also our
discussion of stock-based compensation under Managements Discussion and Analysis of
Financial Condition and Results of Operations  Critical Accounting Policies and Estimates
in the Form 10-K.(2)
    
    Dr. Chaplins employment agreement provides that his salary be paid in British Pounds. The
salary amounts presented above represent his annual salary of £180,257 converted into U.S.
dollars at the average monthly conversion rate for the year presented.(3)
    
    Dr. Langecker commenced employment in June 2009 as Executive Vice President and Chief
Development Officer. In October 2009, he was appointed as Chief Executive Officer. Narrative Disclosure to Summary Compensation Table
 Employment Agreement with David Chaplin
 13




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Employment Agreement with Dr. Peter J. Langecker
   Employment Agreement with James B. Murphy.
 14




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Outstanding Equity Awards at Fiscal Year-End
  15




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Option Awards (1)
    
    
    Stock AwardsNumber of
    
    
    Market Value ofNumber of Securities
    
    
    
    
    
    
    
    
    
    
    shares or Units
    
    
    Shares or UnitsNumber of Securities
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    of Stock That
    
    
    of Stock ThatUnderlying Unexercised
    
    
    Unexercised Options
    
    
    Exercise
    
    
    Option
    
    
    Have Not Vested
    
    
    Have Not VestedName
    
    Options Exerciseable #
    
    
    Unexerciseable #
    
    
    Price $
    
    
    Expiration Date
    
    
    #
    
    
    (2) $David Chaplin
    
    
    2,250
    
    
    
    
    
    
    $
    101.20
    
    
    
    7/12/2010
    
    
    
    
    
    
    $
    Vice President and Chief Scientific Officer
    
    
    5,000
    
    
    
    
    
    
    $
    44.80
    
    
    
    3/15/20125,000
    
    
    
    
    
    
    $
    158.80
    
    
    
    7/24/20132,500
    
    
    
    
    
    
    $
    100.60
    
    
    
    7/28/2014938
    
    
    
    313
    
    
    $
    83.60
    
    
    
    1/25/20171,500
    
    
    
    4,500
    
    
    $
    13.00
    
    
    
    1/20/20192,500
    
    
    
    17,500
    
    
    $
    21.20
    
    
    
    4/27/20203,438
    
    
    
    6,563
    
    
    $
    5.60
    
    
    
    9/15/2020Peter Langecker
    
    
    3,125
    
    
    
    9,375
    
    
    $
    46.40
    
    
    
    6/29/2019
    
    
    
    
    
    
    $
    Chief Executive Officer
    
    
    2,500
    
    
    
    17,500
    
    
    $
    21.20
    
    
    
    4/27/20203,438
    
    
    
    6,563
    
    
    $
    5.60
    
    
    
    9/15/2020James Murphy
    
    
    3,750
    
    
    
    
    
    
    $
    181.00
    
    
    
    2/23/2014
    
    
    
    
    
    
    $
    Vice President and Chief Financial Officer
    
    
    1,000
    
    
    
    
    
    
    $
    100.60
    
    
    
    7/28/20141,250
    
    
    
    
    
    
    $
    70.20
    
    
    
    6/14/20161,875
    
    
    
    625
    
    
    $
    83.60
    
    
    
    1/25/20171,563
    
    
    
    4,688
    
    
    $
    13.00
    
    
    
    1/20/20192,500
    
    
    
    17,500
    
    
    $
    21.20
    
    
    
    4/27/20203,438
    
    
    
    6,563
    
    
    $
    5.60
    
    
    
    9/15/2020
 
 (1)
    
    Generally, option awards vest in equal annual installments over four years beginning on
the first anniversary of the date of grant and the exercise price is the closing price of our
common stock as quoted on The NASDAQ Capital Market on the date of grant. On September 15,
2010, we granted options to each of the named executive officers included in the table above
that vest in equal annual installments over two years beginning on the first anniversary of
the date of grant.(2)
    
    The market value of the stock awards is determined by multiplying the number of shares times
$4.60, the closing price of our common stock on The NASDAQ Global Market on December 31, 2010,
the last day of our fiscal year. Pension Benefits
  Nonqualified Deferred Compensation
  Potential Payments Upon Termination or Change-In-Control
  16




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David Chaplin, Ph.D.
 Involuntary Not forTermination within 12
    
    
    
    
    
    
    Cause Termination orExecutive Benefits and Payments Upon
    
    months Following
    
    
    Voluntary Termination
    
    
    Termination by ExecutiveTermination
    
    Change in Control
    
    
    by Executive or Death
    
    
    with Good Reason
    
    
    For Cause TerminationBase Salary
    
    $
    289,749
    
    
    $
    
    
    
    $
    386,332
    
    
    $
    Annual Bonus (x% of Base Salary)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AAcceleration of Vesting of Equity
    
    
    100
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Number of Stock Options and Value
upon Termination
    
    
    52,000
    
    
    
    23,125
    
    
    
    23,125
    
    
    
    23,125$
    239,200
    
    
    $
    106,375
    
    
    $
    106,375
    
    
    $
    106,375Number of Shares of Vested Stock Received
and Value upon Termination
    
    
    6,250
    
    
    
    6,250
    
    
    
    6,250
    
    
    
    6,250$
    28,750
    
    
    $
    28,750
    
    
    $
    28,750
    
    
    $
    28,750Relocation Reimbursement
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADeferred Compensation Payout
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APost-Term Health Care
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExcise Tax Gross Up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
       17




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Peter J. Langecker
 Involuntary Not forTermination
    
    
    Voluntary
    
    
    Cause Termination orwithin 12 months
    
    
    Termination by
    
    
    Termination byExecutive Benefits and
    
    Following Change
    
    
    Executive or
    
    
    Executive with Good
    
    
    For CausePayments Upon Termination
    
    in Control
    
    
    Death
    
    
    Reason
    
    
    Termination
    
    
    DisabilityBase Salary
    
    $
    350,000
    
    
    $
    
    
    
    $
    350,000
    
    
    $
    
    
    
    $
    Annual Bonus (x% of Base Salary)
    
    Executive entitled to Annual Bonus related to most recently completed calendar year if not already paid
    
    Executive entitled to Annual Bonus related to most recently completed calendar year if not already paid
    
    Executive entitled to Annual Bonus related to most recently completed calendar year if not already paid
    
    
    N/A
    
    
    Executive entitled to Annual Bonus related to most recently completed calendar year if not already paidAcceleration of Vesting of Equity
    
    
    100
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Stock Options:Number of Stock Options
    
    
    42,500
    
    
    
    9,063
    
    
    
    9,063
    
    
    
    9,063
    
    
    
    Value upon Termination
    
    $
    195,500
    
    
    $
    41,688
    
    
    $
    41,688
    
    
    $
    41,688
    
    
    $
    Vested Stock Received:Number of Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value upon Termination
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Relocation Reimbursement
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADeferred Compensation Payout
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APost-Term Health Care
    
    Up to 12 months for Executive and family family
    
    
    N/A
    
    

    Up to 12 months for Executive and family$
    37,044
    
    
    $
    
    
    
    $
    37,044
    
    
    $
    
    
    
    $
    Excise Tax Gross Up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    18




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##### Table of Contents



James B. Murphy
 19




---



##### Table of Contents



Involuntary Not forTermination within 12
    
    
    
    
    
    
    Cause Termination orExecutive Benefits and Payments
    
    months Following
    
    
    Voluntary Termination
    
    
    Termination by ExecutiveUpon Termination
    
    Change in Control
    
    
    by Executive or Death
    
    
    with Good Reason
    
    
    For Cause TerminationBase Salary
    
    $
    245,000
    
    
    $
    
    
    
    $
    245,000
    
    
    $
    Annual Bonus (x% of Base Salary)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AAcceleration of Vesting of Equity
    
    
    100
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Number of Stock Options and Value
    
    
    44,750
    
    
    
    15,375
    
    
    
    15,375
    
    
    
    15,375upon Termination
    
    $
    205,850
    
    
    $
    70,725
    
    
    $
    70,725
    
    
    $
    70,725Number of Shares of Vested StockReceived and Value upon
    
    
    2,000
    
    
    
    2,000
    
    
    
    2,000
    
    
    
    2,000Termination
    
    $
    9,200
    
    
    $
    9,200
    
    
    $
    9,200
    
    
    $
    9,200Relocation Reimbursement
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADeferred Compensation Payout
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APost-Term Health Care
    
    
    Up to 12 months forExecutive and family

    

    
    
    N/A
    
    
    
    Up to 12 months forExecutive and family
    

    
    
    N/A$
    27,084
    
    
    $
    
    
    
    $
    27,084
    
    
    $
    Excise Tax Gross Up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
       20




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##### Table of Contents



Director Compensation
  Fees Earned or
    
    
    Stock Awards ($)
    
    
    Option Awards
    
    
    All OtherName
    
    Paid in Cash ($)
    
    
    (1)
    
    
    ($)
    
    
    Compensation ($)Roy H. Fickling (3)
    
    $
    
    
    
    $
    53,303
    
    
    $
    
    
    
    $
    Tamar Howson
    
    $
    
    
    
    $
    38,753
    
    
    $
    
    
    
    $
    Mark Kessel
    
    $
    
    
    
    $
    49,403
    
    
    $
    
    
    
    $
    Arthur Laffer (2)
    
    $
    
    
    
    $
    39,900
    
    
    $
    
    
    
    $
    William D. Schwieterman
    
    $
    
    
    
    $
    53,303
    
    
    $
    
    
    
    $
    William Shiebler
    
    $
    95,000
    
    
    $
    49,403
    
    
    $
    
    
    
    $
    Alastair J.J. Wood
    
    $
    
    
    
    $
    49,403
    
    
    $
    
    
    
    $
    
 
 (1)
    
    See Note 1 to our Consolidated Financial Statements included in our Annual Report on
Form 10-K for the year ended December 31, 2010 for details as to the assumptions used to
determine the fair value of each of the stock awards set forth in this table, and Note 3
describing all forfeitures during fiscal year 2010. See also our discussion of stock-based
compensation under Managements Discussion and Analysis of Financial Condition and Results of
Operations  Critical Accounting Policies and Estimates in the Form 10-K.(2)
    
    Effective March 11, 2010, Dr. Laffer resigned as a member of the Companys Board of
Directors.(3)
    
    Effective March 31, 2011, Mr. Fickling resigned as a member of the Companys Board of
Directors.  Fees
 21




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##### Table of Contents



Equity Incentives
 22




---



##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Number of SharesBeneficially Ownedand Nature of
    
    
    Percent ofOwnership
    
    
    Class %David Chaplin (1)
    
    
    35,655
    
    
    *Tamar Howson
    
    
    3,750
    
    
    *Mark Kessel (2)
    
    
    1,361,606
    
    
    19.4%Peter Langecker (3)
    
    
    13,125
    
    
    *Jim Murphy (4)
    
    
    21,625
    
    
    *William Schweiterman (5)
    
    
    6,960
    
    
    *William Shiebler (6)
    
    
    20,600
    
    
    *Alastair J.J. Wood
    
    
    5,750
    
    
    *All current
directors and executive officers as a group (8 persons) (7)
    
    
    1,469,071
    
    
    20.8%
 
 *
    
    Less than 1%.(1)
    
    Includes options to purchase 29,000 shares of common stock, which are exercisable within 60
days of March 18, 2011 (May 17, 2011).(2)
    
    Includes 1,355,856 shares of common stock held by Symphony ViDA Holdings LLC. Mark Kessel is
a partner of Symphony GP LLC, which is the general partner of Symphony Capital GP, L.P., which
is 23




---



##### Table of Contents



the general partner of Symphony Capital Partners, L.P., which is the manager of Symphony
ViDA Holdings LLC.(3)
    
    Includes options to purchase 13,125 shares of common stock, which are exercisable within 60
days of March 18, 2011 (May 17, 2011).(4)
    
    Includes options to purchase 21,625 shares of common stock, which are exercisable within 60
days of March 18, 2011 (May 17, 2011).(5)
    
    Includes 500 shares of unvested restricted common stock granted in 2007, which vest in equal
annual installments over a four-year period, all of which are subject to transfer and
forfeiture restrictions.(6)
    
    Includes options to purchase 6,750 shares of common stock, which are exercisable within 60
days of March 18, 2011 (May 17, 2011).(7)
    
    Includes 2,000 shares of common stock subject to transfer restrictions, options to purchase
70,500 shares of common stock held by the directors and executive officers as a group and
which are exercisable within 60 days of March 18, 2011 (May 17, 2011) and 1,000 shares of
unvested restricted common stock, all of which were granted in 2007, which vest in equal
annual installments over a four-year period, and which are subject to transfer and forfeiture
restrictions.  Number of SharesBeneficially Ownedand Nature of
    
    
    Percent ofName and Address of Beneficial Owner
    
    Ownership
    
    
    ClassCapital Ventures International*

One Capitol Place

P.O Box 1787 GT

Grand Cayman, Cayman Islands

British West Indies
    
    
    412,653
    
    
    
    5.83
    %Symphony ViDA Holdings LLC

875 Third Avenue

18th Floor

New York, NY 10022
    
    
    1,361,606
    
    
    
    19.24
    %
 
   24




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##### Table of Contents



Equity Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities to be
    
    
    Weighted-Average
    
    
    Future Issuance Under EquityIssued Upon Exercise of
    
    
    Exercise Price of
    
    
    Compensation PlansOutstanding Options,
    
    
    Outstanding Options,
    
    
    (Excluding SecuritiesPlan Category
    
    Warrants and Rights
    
    
    Warrants and Rights
    
    
    Reflected in Column (a))Equity compensation plans
approved by security holders (the
1996 Stock Incentive Plan)
    
    
    25,800
    
    
    $
    132.70
    
    
    
    Equity compensation plans
approved by security holders (the
2005 Stock Plan)
    
    
    299,252
    
    
    $
    19.50
    
    
    
    52,777Equity compensation plans not
approved by security holders
    



    
    

    
    
    

    Total
    
    
    325,052
    
    
    $
    28.49
    
    
    
    52,777
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
   Symphony Transaction
     25




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##### Table of Contents



Director Independence
   
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2010
    
    
    2009Audit fees:(1)
    
    $
    334,000
    
    
    $
    503,900Audit related:(2)
    
    
    2,000
    
    
    
    43,500Tax Fees:(3)
    
    
    15,000
    
    
    
    17,200All other fees:(4)
    
    
    
    
    
    
    Total
    
    $
    351,000
    
    
    $
    564,600
 
 (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 the filing of registration statements
and statutory audits. 26




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##### Table of Contents



(2)
    
    Audit-related fees in 2010 consisted of fees for access to
technical accounting information. Audit-related fees in 2009
consisted of fees for due diligence services in connection with our
attempted merger with VaxGen Inc. as well as 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.(4)
    
    There were no fees incurred in this category in either 2010 or 2009. 27




---



##### Table of Contents



Policy on Audit Committee Pre-Approval of Audit and Permissible
Non-audit Services of Independent Registered Public Accounting Firm
   Audit
 Audit-related
 Tax
 Other Fees
   
 PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   PageReport of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets
    
    F-3Consolidated Statements of Operations
    
    F-4Consolidated Statements of Stockholders (Deficit) Equity
    
    F-5Consolidated Statements of Cash Flows
    
    F-6Notes to Consolidated Financial Statements
    
    F-7
 28




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##### Table of Contents



ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger by and among OXiGENE, Inc., OXiGENE Merger Sub, Inc., VaxGen,
Inc. and James P. Panek, as representative of VaxGen stockholders, dated as of October 14,
2009. £(1)3.1
    
    Restated Certificate of Incorporation of the Registrant.*3.2
    
    Amended and Restated By-Laws of the Registrant.%%%3.3
    
    Certificates of Amendment of Certificate of Incorporation, dated June 21, 1995 and November
15, 1996.**3.4
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated July 14, 2005. !3.5
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated June 2, 2009.3.6
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated February 8, 2010. Ω3.7
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated August 5, 2010. ΩΩΩ3.8
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated February 22, 2011.
αααα4.1
    
    Specimen Common Stock Certificate.*4.2
    
    Warrant for the purchase of shares of common stock, dated February 19, 2008, issued by the
Registrant to Kingsbridge Capital Limited.4.3
    
    Registration Rights Agreement, dated February 19, 2008, by and between the Registrant and
Kingsbridge Capital Limited.4.4
    
    Form of Direct Investment Warrant, dated as of October 17, 2008. §4.5
    
    Registration Rights Agreement by and between the Company and Symphony ViDA Holdings LLC,
dated as of October 1, 2008. §4.6
    
    Amended and Restated Registration Rights Agreement by and between the Company and Symphony
ViDA Holdings LLC, dated as of July 2, 2009. 4.7
    
    Form of Five-year Warrant, dated as of July 15, 2009. 4.8
    
    Registration Rights Agreement, dated as of March 10, 2010, by and among the Company and the
Buyers named therein. ΩΩΩΩ4.9
    
    Form of Series E Warrant. ααα10.1
    
    OXiGENE 1996 Stock Incentive Plan, as amended.+@10.2
    
    Technology Development Agreement, dated as of May 27, 1997, between the Registrant and the
Arizona Board of Regents, acting for and on behalf of Arizona State University.***10.3
    
    Research Collaboration and License Agreement, dated as of December 15, 1999, between
OXiGENE Europe AB and Bristol-Myers Squibb Company.++10.4
    
    Independent Contractor Agreement For Consulting Services, dated as of April 1, 2001,
between Registrant and David Chaplin Consultants, Ltd. #@
 29




---



##### Table of Contents



ExhibitNumber
    
    Description10.5
    
    Employment Agreement, dated as of April 1, 2001, between the Registrant and Dr. David Chaplin. #@10.6
    
    Restricted Stock Agreement for Employees, dated as of January 2, 2002, between the Registrant and Dr. David Chaplin. #@10.7
    
    Form of Compensation Award Stock Agreement for Non-Employee Directors, dated as of January 2, 2002. #@10.8
    
    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. #10.9
    
    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. &10.10
    
    Research and License Agreement between the Company and Baylor University, dated June 1, 1999. &10.11
    
    Agreement to Amend Research and License Agreement between the Company and Baylor University, dated April 23, 2002. &10.12
    
    Addendum to Research and License Agreement between the Company and Baylor University, dated April 14, 2003. &10.13
    
    Employment Agreement, dated as of February 23, 2004, between the Registrant and James B. Murphy.%@10.14
    
    Stockholder Rights Agreement dated as of March 24, 2005, between the Company and American Stock Transfer and Trust Company. !!10.15
    
    OXiGENE 2005 Stock Plan. !!!@10.16
    
    Form of Incentive Stock Option Agreement under OXiGENE 2005 Stock Plan. $@10.17
    
    Form of Non-Qualified Stock Option Agreement under OXiGENE 2005 Stock Plan. $@10.18
    
    Form of Restricted Stock Agreement under OXiGENE 2005 Stock Plan. $@10.19
    
    Amendment No. 1 to Employment Agreement, dated as of January 1, 2007, between the Registrant and David Chaplin.%%%%@10.20
    
    Common Stock Purchase Agreement, dated February 19, 2008, by and between the registrant and Kingsbridge Capital Limited.10.21
    
    Amendment No. 1 to the Stockholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company, dated as
of October 1, 2008. §10.22
    
    Form of Indemnification Agreement between the Company and its Directors.§§@10.23
    
    OXiGENE, Inc. Amended and Restated Director Compensation Policy, effective January 1, 2010. ΩΩ@10.24
    
    409A Amendment to Employment Agreement by and between the Company and Dr. Chaplin, dated as of December 30, 2008. §§§§@10.25
    
    409A Amendment to Employment Agreement by and between the Company and Mr. Murphy, dated as of December 30, 2008. §§§§@10.26
    
    Amendment No. 2 to Employment Agreement by and between the Company and Dr. Chaplin, dated as of January 20, 2009. §§§§@10.27
    
    Amendment No. 2 to Employment Agreement by and between the Company and Mr. Murphy, dated as of January 20, 2009. §§§§@10.28
    
    Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited Liability Company, as Landlord, and the Company, as Tenant, dated
October 10, 2008. §§§§10.29
    
    Office Lease Agreement, dated April 21, 2009, between the Registrant and King Waltham LLC. §§§§§10.30
    
    Separation Agreement between OXiGENE and Dr. Walicke dated as of June 10, 2009. $$$$@10.31
    
    Employment Agreement by and between the Company and Dr. Langecker, dated as of June
10, 2009. $$$$$@10.32
    
    Amended and Restated Purchase Option Agreement by and among the Company, Symphony
ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of July 2, 2009. 10.33
    
    Termination Agreement by and among the Company, Symphony ViDA Holdings LLC, Symphony
ViDA Investors LLC and Symphony ViDA, Inc., dated as of July 2, 2009. 10.34
    
    Form of Voting Agreement by and among OXiGENE, Inc., VaxGen, Inc. and certain VaxGen
stockholders, dated as of October 14, 2009. £10.35
    
    Form of Voting Agreement by and among VaxGen, Inc., OXiGENE, Inc., and certain
OXiGENE
 30




---



##### Table of Contents



ExhibitNumber
    
    Descriptionstockholders, dated as of October 14, 2009. £10.36
    
    Amendment No. 2 to Stockholder Rights Agreement by and between OXiGENE, Inc. and
American Stock Transfer & Trust Company, LLC, dated as of October 14, 2009. £10.37
    
    Separation Agreement between OXiGENE, Inc. and John A. Kollins, dated as of October
28, 2009. ££@10.38
    
    Amendment No. 1 to Common Stock Purchase Agreement by and between OXiGENE, Inc. and
Kingsbridge Capital Limited, dated as of February 9, 2010. £££10.39
    
    Amendment No. 3 to Stockholder Rights Agreement, dated as of March 10, 2010, by and
between the Company and American Stock Transfer and Trust Company. ΩΩΩΩ10.40
    
    Securities Purchase Agreement, dated as of March 10, 2010, by and among the Company
and the Buyers named therein. ΩΩΩΩ10.41
    
    Voting Agreement, dated as of March 10, 2010, by and between the Company and
Symphony ViDA Holdings LLC. ΩΩΩΩ10.42
    
    Form of Amendment and Exchange Agreement, dated as of March 25, 2010, by and among
the Company and the Investors named therein. α10.43
    
    Sales Agreement, dated July 21, 2010, between OXiGENE, Inc. and McNicoll, Lewis &
Vlak LLC. αα10.44
    
    Form of Warrant Exchange Agreement, dated as of January 18, 2011, by and between the
Company and each Investor named therein. ααα10.45
    
    Form of Voting Agreement, dated as of January 18, 2011, by and between the Company
and each of its directors, executive officers and Symphony ViDA Holdings LLC. ααα10.46
    
    Form of Amendment No. 4 to Stockholder Rights Agreement, dated as of January 18,
2011, by and between the Company and American Stock Transfer and Trust Company. ααα14.1
    
    Code of Conduct. ####23.1
    
    Consent of Ernst & Young LLP. X31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a). XX31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a). XX32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. X
 
 *
    
    Incorporated by reference to the Registrants Registration
Statement on Form S-1 (file no. 33-64968) and any amendments
thereto.**
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.***
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.****
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.#
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2002.##
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2002.####
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 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. 31




---



##### 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 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 Annual Report on
Form 10-K for the fiscal year ended December 31, 2005.%%%
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on December 20, 2007.%%%%
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2007.
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on February 21, 2008.§
    
    Incorporated by reference to the Registrants Amendment No. 1 to
its Current Report on Form 8-K/A, filed on October 10, 2008.§§
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on October 24, 2008.§§§§
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2008.§§§§§
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2009.$$$$
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on June 12, 2009.$$$$$
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on June 17, 2009. 32




---



##### Table of Contents




    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on July 7, 2009.
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on July 15, 2009.
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2009. 33




---



##### Table of Contents



£
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on October 16, 2009.££
    
    Incorporated by reference to the Registrants Amendment to its
Current Report on Form 8-K/A, filed on November 2, 2009.£££
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on February 12, 2010.Ω
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2009.ΩΩ
    
    Incorporated by reference to the Registrants Amendment No. 1 to
Annual Report on Form 10-K/A for the year ended December 31,
2009.ΩΩΩ
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2010.ΩΩΩΩ
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on March 11, 2010.α
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on March 26, 2010.αα
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on July 21, 2010.ααα
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on January 19, 2011.αααα
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on February 22, 2011.+++
    
    Confidential treatment requested as to certain portions of the
document, which portions have been omitted and filed separately
with the Securities and Exchange Commission.@
    
    Management contract or compensatory plan or arrangement.X
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2010, filed on March
16, 2011.XX
    
    Filed with this report.(1)
    
    Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules
and/or exhibits have been omitted from the Agreement and Plan of
Merger. OXiGENE will furnish copies of any such schedules or
exhibits to the Securities and Exchange Commission upon request. 34




---



##### Table of Contents



SIGNATURES
  OXiGENE, Inc.By:
    /s/  Peter J. LangeckerPeter J. LangeckerChief Executive Officer  35




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2 .1
    
    Agreement and Plan of Merger by and among OXiGENE, Inc., OXiGENE Merger Sub, Inc.,
VaxGen, Inc. and James P. Panek, as representative of VaxGen stockholders, dated as of
October 14, 2009. £(1)3 .1
    
    Restated Certificate of Incorporation of the Registrant.*3 .2
    
    Amended and Restated By-Laws of the Registrant.%%%3 .3
    
    Certificates of Amendment of Certificate of Incorporation, dated June 21, 1995 and
November 15, 1996.**3 .4
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated July 14, 2005. !3 .5
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated June 2, 2009.3 .6
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated February 8,
2010. Ω3 .7
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated August 5, 2010.
ΩΩΩ3 .8
    
    Certificate of Amendment of Restated Certificate of Incorporation, dated February 22,
2011. αααα4 .1
    
    Specimen Common Stock Certificate.*4 .2
    
    Warrant for the purchase of shares of common stock, dated February 19, 2008, issued by
the Registrant to Kingsbridge Capital Limited.4 .3
    
    Registration Rights Agreement, dated February 19, 2008, by and between the Registrant
and Kingsbridge Capital Limited.4 .4
    
    Form of Direct Investment Warrant, dated as of October 17, 2008. §4 .5
    
    Registration Rights Agreement by and between the Company and Symphony ViDA Holdings LLC,
dated as of October 1, 2008. §4 .6
    
    Amended and Restated Registration Rights Agreement by and between the Company and
Symphony ViDA Holdings LLC, dated as of July 2, 2009. 4 .7
    
    Form of Five-year Warrant, dated as of July 15, 2009. 4 .8
    
    Registration Rights Agreement, dated as of March 10, 2010, by and among the Company and
the Buyers named therein. ΩΩΩΩ4 .9
    
    Form of Series E Warrant. ααα10 .1
    
    OXiGENE 1996 Stock Incentive Plan, as amended.+@10 .2
    
    Technology Development Agreement, dated as of May 27, 1997, between the Registrant and
the Arizona Board of Regents, acting for and on behalf of Arizona State University.***10 .3
    
    Research Collaboration and License Agreement, dated as of December 15, 1999, between
OXiGENE Europe AB and Bristol-Myers Squibb Company.++10 .4
    
    Independent Contractor Agreement For Consulting Services, dated as of April 1, 2001,
between Registrant and David Chaplin Consultants, Ltd. #@
 36




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##### Table of Contents



ExhibitNumber
    
    Description10 .5
    
    Employment Agreement, dated as of April 1, 2001, between the Registrant and Dr. David Chaplin. #@10 .6
    
    Restricted Stock Agreement for Employees, dated as of January 2, 2002, between the Registrant and Dr. David Chaplin. #@10 .7
    
    Form of Compensation Award Stock Agreement for Non-Employee Directors, dated as of January 2, 2002. #@10 .8
    
    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 .9
    
    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 .10
    
    Research and License Agreement between the Company and Baylor University, dated June 1, 1999. &10 .11
    
    Agreement to Amend Research and License Agreement between the Company and Baylor University, dated April 23, 2002. &10 .12
    
    Addendum to Research and License Agreement between the Company and Baylor University, dated April 14, 2003. &10 .13
    
    Employment Agreement, dated as of February 23, 2004, between the Registrant and James B. Murphy.%@10 .14
    
    Stockholder Rights Agreement dated as of March 24, 2005, between the Company and American Stock Transfer and Trust Company. !!10 .15
    
    OXiGENE 2005 Stock Plan. !!!@10 .16
    
    Form of Incentive Stock Option Agreement under OXiGENE 2005 Stock Plan. $@10 .17
    
    Form of Non-Qualified Stock Option Agreement under OXiGENE 2005 Stock Plan. $@10 .18
    
    Form of Restricted Stock Agreement under OXiGENE 2005 Stock Plan. $@10 .19
    
    Amendment No. 1 to Employment Agreement, dated as of January 1, 2007, between the Registrant and David Chaplin.%%%%@10 .20
    
    Common Stock Purchase Agreement, dated February 19, 2008, by and between the registrant and Kingsbridge Capital Limited.10 .21
    
    Amendment No. 1 to the Stockholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company, dated as
of October 1, 2008. §10 .22
    
    Form of Indemnification Agreement between the Company and its Directors.§§@10 .23
    
    OXiGENE, Inc. Amended and Restated Director Compensation Policy, effective January 1, 2010. ΩΩ@10 .24
    
    409A Amendment to Employment Agreement by and between the Company and Dr. Chaplin, dated as of December 30, 2008. §§§§@10 .25
    
    409A Amendment to Employment Agreement by and between the Company and Mr. Murphy, dated as of December 30, 2008. §§§§@10 .26
    
    Amendment No. 2 to Employment Agreement by and between the Company and Dr. Chaplin, dated as of January 20, 2009. §§§§@10 .27
    
    Amendment No. 2 to Employment Agreement by and between the Company and Mr. Murphy, dated as of January 20, 2009. §§§§@10 .28
    
    Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited Liability Company, as Landlord, and the Company, as Tenant, dated
October 10, 2008. §§§§10 .29
    
    Office Lease Agreement, dated April 21, 2009, between the Registrant and King Waltham LLC. §§§§§10 .30
    
    Separation Agreement between OXiGENE and Dr. Walicke dated as of June 10, 2009. $$$$@
 37




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##### Table of Contents



ExhibitNumber
    
    Description10 .31
    
    Employment Agreement by and between the Company and Dr. Langecker, dated as of
June 10, 2009. $$$$$@10 .32
    
    Amended and Restated Purchase Option Agreement by and among the Company, Symphony
ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of July 2, 2009. 10 .33
    
    Termination Agreement by and among the Company, Symphony ViDA Holdings LLC, Symphony
ViDA Investors LLC and Symphony ViDA, Inc., dated as of July 2, 2009. 10 .34
    
    Form of Voting Agreement by and among OXiGENE, Inc., VaxGen, Inc. and certain VaxGen
stockholders, dated as of October 14, 2009. £10 .35
    
    Form of Voting Agreement by and among VaxGen, Inc., OXiGENE, Inc., and certain
OXiGENE stockholders, dated as of October 14, 2009. £10 .36
    
    Amendment No. 2 to Stockholder Rights Agreement by and between OXiGENE, Inc. and
American Stock Transfer & Trust Company, LLC, dated as of October 14, 2009. £10 .37
    
    Separation Agreement between OXiGENE, Inc. and John A. Kollins, dated as of
October 28, 2009. ££@10 .38
    
    Amendment No. 1 to Common Stock Purchase Agreement by and between OXiGENE, Inc. and
Kingsbridge Capital Limited, dated as of February 9, 2010. £££10 .39
    
    Amendment No. 3 to Stockholder Rights Agreement, dated as of March 10, 2010, by and
between the Company and American Stock Transfer and Trust Company. ΩΩΩΩ10 .40
    
    Securities Purchase Agreement, dated as of March 10, 2010, by and among the Company
and the Buyers named therein. ΩΩΩΩ10 .41
    
    Voting Agreement, dated as of March 10, 2010, by and between the Company and
Symphony ViDA Holdings LLC. ΩΩΩΩ10 .42
    
    Form of Amendment and Exchange Agreement, dated as of March 25, 2010, by and among
the Company and the Investors named therein. α10 .43
    
    Sales Agreement, dated July 21, 2010, between OXiGENE, Inc. and McNicoll, Lewis &
Vlak LLC. αα10 .44
    
    Form of Warrant Exchange Agreement, dated as of January 18, 2011, by and between the
Company and each Investor named therein. ααα10 .45
    
    Form of Voting Agreement, dated as of January 18, 2011, by and between the Company
and each of its directors, executive officers and Symphony ViDA Holdings LLC. ααα10 .46
    
    Form of Amendment No. 4 to Stockholder Rights Agreement, dated as of January 18,
2011, by and between the Company and American Stock Transfer and Trust Company. ααα14 .1
    
    Code of Conduct. ####23 .1
    
    Consent of Ernst & Young LLP. X31 .1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a). XX31 .2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a). XX32 .1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. X
 
 *
    
    Incorporated by reference to the Registrants Registration
Statement on Form S-1 (file no. 33-64968) and any amendments
thereto.**
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.***
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.****
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.#
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2002.##
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2002.####
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 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. 38




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##### Table of Contents



&&
    
    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 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 Annual Report on
Form 10-K for the fiscal year ended December 31, 2005.%%%
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on December 20, 2007.%%%%
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2007.
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on February 21, 2008.§
    
    Incorporated by reference to the Registrants Amendment No. 1 to
its Current Report on Form 8-K/A, filed on October 10, 2008.§§
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on October 24, 2008.§§§§
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2008.§§§§§
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2009.$$$$
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on June 12, 2009.$$$$$
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on June 17, 2009.
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on July 7, 2009.
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on July 15, 2009.
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2009. 39




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##### Table of Contents



£
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on October 16, 2009.££
    
    Incorporated by reference to the Registrants Amendment to its
Current Report on Form 8-K/A, filed on November 2, 2009.£££
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on February 12, 2010.Ω
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2009.ΩΩ
    
    Incorporated by reference to the Registrants Amendment No. 1 to
Annual Report on Form 10-K/A for the year ended December 31,
2009.ΩΩΩ
    
    Incorporated by reference to the Registrants Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2010.ΩΩΩΩ
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on March 11, 2010.α
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on March 26, 2010.αα
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on July 21, 2010.ααα
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on January 19, 2011.αααα
    
    Incorporated by reference to the Registrants Current Report on
Form 8-K, filed on February 22, 2011.+++
    
    Confidential treatment requested as to certain portions of the
document, which portions have been omitted and filed separately
with the Securities and Exchange Commission.@
    
    Management contract or compensatory plan or arrangement.X
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2010, filed on March
16, 2011.XX
    
    Filed with this report.(1)
    
    Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules
and/or exhibits have been omitted from the Agreement and Plan of
Merger. OXiGENE will furnish copies of any such schedules or
exhibits to the Securities and Exchange Commission upon request. 40